Xerox Announces Intention to Launch Tender Offer for All of HP’s Outstanding Shares

Xerox Holdings Corp. has announced its intention to launch a tender offer on or around March 2, 2020, for all of the outstanding shares of common stock of HP Inc. at a price of $24 per share, which will be comprised of $18.40 in cash and 0.149 Xerox shares for each HP share. The tender offer will not be subject to any conditions related to financing or due diligence, according to Xerox.

Previously, Xerox said that it had provided notice to HP of its intention nominate 11 independent candidates to replace HP’s board of directors at HP’s 2020 annual meeting of stockholders.

According to Xerox, the slate to be nominated includes former senior executives from companies, including Aetna, United Airlines, Hilton Hotels, Novartis, Verizon, and others.

“HP shareholders have told us they believe our acquisition proposal will bring tremendous value, which is why we lined up $24 billion in binding financing commitments and a slate of highly qualified director candidates,” said John Visentin, vice chairman and CEO of Xerox. “We believe HP shareholders will be better served by a new slate of independent directors who understand the challenges of operating a global enterprise and appreciate the value that can be created by realizing the synergies of a combination with Xerox.”

In response to Xerox's earlier announcement (in January) of its intention to nominate 11 candidates for HP's board of directors, HP issued a statement that said in part:

"We believe these nominations are a self-serving tactic by Xerox to advance its proposal, that significantly undervalues HP and creates meaningful risk to the detriment of HP shareholders. 

"The HP board of directors is committed to serving the best interests of all HP shareholders and to pursuing the most value-creating path. Value creation for HP shareholders is not dependent on a Xerox combination. There are numerous opportunities available to HP to drive sustainable long-term value. These include the execution of HP’s strategic plan, and the deployment of its strong balance sheet for increased share repurchases of its significantly undervalued stock, and for value-creating M&A. Xerox’s proposed transaction attempts to use HP’s financial capacities for the benefit of Xerox shareholders."

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