HP Inc.'s Board of Directors, after consultation with its independent financial and legal advisors, has concluded that the unsolicited exchange offer from Xerox Holdings Corp. to acquire all outstanding common shares of HP for consideration consisting of cash, Xerox common stock, or a combination thereof "is not in the best interests of HP shareholders."
The U.S. printer maker had increased its offer last month by $2 to $24 per share, following rejections of its previous buyout offers by the PC maker.
The HP Board unanimously recommends that HP shareholders reject the offer and not tender their HP shares pursuant to the Offer.
“Our message to HP shareholders is clear: the Xerox offer undervalues HP and disproportionately benefits Xerox shareholders at the expense of HP shareholders,” said Chip Bergh, Chair of HP’s Board of Directors. “The Xerox offer would leave our shareholders with an investment in a combined company that is burdened with an irresponsible level of debt and which would subsequently require unrealistic, unachievable synergies that would jeopardize the entire company.”
"At HP, we’re creating value, not risk,” said Enrique Lores, HP’s President and CEO. "HP is a trusted brand with a strong track record of value creation and we’re executing a clear plan that will drive significant earnings growth. We’re well positioned in our categories, aggressively attacking costs and pursuing the most value creating path for our shareholders."
The HP Board concluded that the Xerox offer "principally offers HP shareholders something they already own, and would disproportionately benefit Xerox shareholders relative to HP shareholders." The offer would also "use HP’s balance sheet as transaction consideration for the benefit of Xerox shareholders." HP added that the offer "meaningfully undervalues HP by failing to reflect the full value of HP’s assets and its standalone strategic and financial value creation plan."
"Xerox does not have experience operating businesses in the sectors in which HP operates, including within Personal Systems, Home Printing, and 3D and Digital manufacturing," HP added.
Following the raised offer, HP had said it would implement a poison pill plan to stop investors from amassing more than 20% stake in the company.