Filed by Xerox Holdings Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 and Rule 14d-2
under the Securities Exchange Act of 1934
Subject Company: HP Inc.
(Commission
File No. 001-04423)
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News from Xerox Holdings Corporation
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Xerox Holdings Corporation
201 Merritt 7
Norwalk, CT 06851-1056
tel
+1-203-968-3000
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Xerox Increases Offer Price for HP Inc. to $24 Per Share
Intends to Launch Tender Offer for All of HPs Outstanding Shares
NORWALK, Conn., Feb. 10, 2020 Xerox Holdings Corporation (NYSE: XRX) (Xerox) today 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. (NYSE: HPQ) (HP) at a price of $24.00 per share, which will be comprised of $18.40 in cash and 0.149 Xerox shares for each HP share.1 The tender offer will not be subject to any conditions related to financing or due diligence.
Feedback from HP Stockholders
Xerox has met, in some
cases multiple times, with many of HPs largest stockholders. These stockholders consistently state that they want the enhanced returns, improved growth prospects and
best-in-class human capital that will result from a combination of Xerox and HP. The tender offer announced today will enable these stockholders to accept Xeroxs
compelling offer despite HPs consistent refusal to pursue the opportunity.
Immediate Value Creation
The value created by the synergies realized in a combination of Xerox and HP is incremental to any value that HP can create by revising its strategic plan or
dramatically changing its capital allocation policy to incorporate additional share repurchases. Xeroxs offer provides HP stockholders with both significant, immediate cash value, and meaningful upside via equity ownership in the combined
company. The headline offer price of $24.00 per share represents a 41% premium to HPs unaffected 30-day volume weighted average trading price of $17.00. The implied offer value of ~$33 per share2 represents a 94% premium to HPs unaffected 30-day volume weighted average trading price of $17.00.
The Tender Offer
The tender offer will be subject to
there being validly tendered and not withdrawn at least a number of shares representing a majority of the issued and outstanding shares of HP and other customary conditions for a transaction of this type.
Citi is acting as Xeroxs financial advisor, and King & Spalding LLP is providing legal counsel to Xerox. Willkie Farr & Gallagher LLP
is providing legal counsel to Xeroxs independent directors, and Moelis & Company is acting as financial advisor to Xeroxs independent directors.
For additional details on the offer, the benefits of the transaction to both companies stockholders, and the Xerox management team, please visit
www.XplusHP.com.
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Based on Xeroxs closing share price of $37.68 on February 6, 2020.
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2
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HPs share of pro forma combined company conservatively valued at ~$15/share by applying unaffected P/E
multiple to the combined companys pro forma net income.
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