HP’s board of directors on Sunday issued a response to Xerox’s $33 billion attempt to buy the bigger company that could make a negotiated deal tough to reach.
In a letter released publicly, HP rejected Xerox’s $22 a share offer as being too low, but it also listed all its concerns with Xerox’s management.
"We reiterate that we reject Xerox’s proposal as it significantly undervalues HP. Additionally, it is highly conditional and uncertain. In particular, there continues to be uncertainty regarding Xerox’s ability to raise the cash portion of the proposed consideration and concerns regarding the prudence of the resulting outsized debt burden on the value of the combined company’s stock even if the financing were obtained. Consequently, your proposal does not constitute a basis for due diligence or negotiation," HP Inc.'s letter reads.
"We believe it is important to emphasize that we are not dependent on a Xerox combination. We have great confidence in our strategy and the numerous opportunities available to HP to drive sustainable long-term value, including the deployment of our strong balance sheet for increased share repurchases of our significantly undervalued stock and for value-creating M&A," HP Inc. added.
HP says that Xerox has failed to respond to questions, choosing to pursue a hostile approach rather than "continue down a more productive path." The company mentioned "visible and substantial declines at Xerox," rasing concerns about "the decline in customer Total Contract Value (TCV) in excess of revenue declines, which suggests your revenues may decline even faster in future years."
HP also added that when Xerox exited the Fujifilm joint venture, "Xerox essentially mortgaged its future for a short-term cash infusion." "We fear that the exit has left a sizeable strategic hole in Xerox’s portfolio. In addition, we have concerns as to the state of Xerox’s technology resources, research and development pipeline, future product programs, and supply continuity and capability. Finally, we note that Xerox will have to get access to the fastest growing Asia Pacific region," HP said.