Wyndham Hotels says Choice's hostile offer undervalues company; urges vote for its nominees

WYNDHAM HOTELS & RESORTS, INC.

Board calls Choice's offer inadequate: insufficient valuation, unattractive consideration mix, and asymmetrical regulatory risk.
Wyndham's standalone plan projects potential stock price upside of $26-$48 per share, exceeding Choice's $90 offer.
Choice's offer value averaged ~$87/share since announcement; offer multiple 12.9x 2025E EBITDA vs 16.7x median for control deals.
Pro forma leverage of 6.3x is over twice peer average; Choice has slower organic net room growth (1% vs Wyndham's 3% in 2023).
Shareholders urged to vote FOR Wyndham's eight director nominees on WHITE proxy card, reject Choice's nominees.

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