Choice Hotels International publicly offered to buy competitor, Wyndham Hotels & Resorts, in a deal valued at nearly $8 billion. The decision to go hostile came after Wyndham rejected two offers from Choice.

Here's a breakdown of Choice's proposal:

"A few weeks ago, Choice and Wyndham were in a negotiable range on price and consideration, and both parties have a shared recognition of the value opportunity this potential transaction represents, said Choice CEO Patrick Pacious.

Pacious continued, "We were therefore surprised and disappointed that Wyndham decided to disengage. While we would have preferred to continue discussions with Wyndham in private, following their unwillingness to proceed, we feel there is too much value for both companies' franchisees, shareholders, associates, and guests to not continue pursuing this transaction."

Choice Hotels shares dropped 6% in premarket trading in New York, while Wyndham shares Wyndham were up more than 12%. 

This is the third offer from Choice in just half a year. In April, Choice offered Wyndham $80 per share, predominantly in stock. By September, they upped their bid to $85 per share and also increased the cash component of the proposal. 

Choice noted Wyndham raised questions about the prior offers:

Wyndham acknowledged the strategic rationale of the proposal and that terms were within a negotiable range but raised questions regarding the value of Choice stock and timing for obtaining regulatory approvals. In response, Choice proposed to enter into a one-way, short-term non-disclosure agreement to facilitate Choice providing information that would address Wyndham's concerns (a draft of which was subsequently sent to Wyndham) and made its external counsel available for several discussions. However, during a follow-up call between the Chair of each company's Board and their respective advisors, Wyndham made clear their unwillingness to proceed with further discussions.

Moelis & Company LLC and Wells Fargo are acting as financial advisors for Choice, while Willkie Farr & Gallagher LLP is providing legal counsel.