11:24 AM EDT, 03/11/2024 (MT Newswires) -- Choice Hotels International ( CHH ) pulled its takeover bid for Wyndham Hotels & Resorts ( WH ) on Monday after the former's exchange offer expired, while Wyndham separately called the offer "inadequate."

Choice additionally withdrew its director candidate nominations for the Wyndham board and increased its existing share buyback program by five million shares. Its shares were up 4.4% in Monday trade while those of Wyndham were 1.2% higher.

The exchange offer to acquire Wyndham shares expired on Friday, according to Choice Hotels ( CHH ). No shares of Wyndham stock were purchased by Choice, which in part cited the Wyndham board's refusal to engage in constructive discussions on terms.

"While the support from Wyndham stockholders tendering into the exchange offer was significant considering the number of investors structurally prevented from participating at this stage, it was not sufficient for Choice to conclude -- particularly when taking into account the Wyndham board's obvious continuing disinterest in a combination -- that a path towards a transaction is available at this time," Choice said.

The hotelier said it will continue to focus on its stand-alone strategy and creating long-term value for shareholders and franchisees. Choice Hotels ( CHH ) aims to grow 2024 adjusted earnings before interest, taxes, depreciation and amortization by 10% year-over-year at the midpoint of its guidance. Last month, it forecast full-year adjusted EBITDA in the $580 million to $600 million range, compared with the $540.5 million it reported for 2023.

Separately, Wyndham called Choice's offer "inadequate and risk-laden" while urging shareholders to vote for its own eight director nominees. Wyndham said it can deliver shareholder value "substantially in excess of" Choice's offer.

"The board has been explicitly clear that in order to make a proposal viable for shareholders, Choice must adequately address the three key issues Wyndham has repeatedly raised: insufficient valuation, unattractive consideration mix and asymmetrical regulatory risk," according to a Wyndham statement. "Despite the company's efforts to engage with Choice, Choice has demonstrated that it is unable, or simply unwilling, to propose a complete offer package addressing these three issues."

Price: 126.43, Change: +5.40, Percent Change: +4.46