Xerox Holdings yesterday launched a tender offer to acquire all outstanding shares of HP Inc for $24.00 per share, comprising $18.40 in cash and 0.149 Xerox shares for each HP share.
“Our proposal offers progress over entrenchment,” says John Visentin, vice-chairman and CEO of Xerox. “HP shareholders will receive $27-billion in immediate, upfront cash while retaining significant, long-term upside through equity ownership in a combined company with greater free cash flow to invest in growth and return to shareholders.”
Xerox has entered into an amended and restated commitment letter to add MUFG, PNC, Credit Agricole, Truist and Sun Trust Robinson Humphrey as commitment parties to provide a portion of the financing along with Citi, Mizuho and Bank of America under its previously confirmed $24-billion in binding financing commitments (that are not subject to any due diligence condition).
The offer and withdrawal rights are scheduled to expire at 5:00 p.m. New York City Time on 21 April 2020, unless the offer is extended. The full terms, conditions and other details of the tender offer are set forth in the offering documents that Xerox filed with the Securities and Exchange Commission (SEC).
HP Inc has confirmed that Xerox has commenced an unsolicited exchange offer to acquire all outstanding shares of HP common stock for consideration consisting of cash, Xerox common stock, or a combination thereof.
The HP board of directors states that it will, consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, carefully review and evaluate the offer to determine the course of action that the board believes is in the best interests of the company and all HP shareholders.
HP shareholders are advised to take no action at this time pending the board’s review and evaluation of the offer.
HP intends to advise shareholders of the board’s position regarding the offer within 10 business days by making available to shareholders a solicitation/recommendation statement on Schedule 14D-9, to be filed with the US Securities and Exchange Commission and published on HP’s website.