Xerox Launches Tender Offer to Acquire All Outstanding Shares of HP for $24 Per Share in Cash and Stock

NORWALK, Conn. — Xerox Holdings Corporation (NYSE: XRX) (“Xerox”) today launched a tender offer to acquire all outstanding shares of HP Inc. (NYSE: HPQ) (“HP”) for $24.00 per share, comprising $18.40 in cash and 0.149 Xerox shares for each HP share.[1]“Our proposal offers progress over entrenchment,” said John Visentin, vice chairman and chief executive officer 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.”

Financing
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).

Terms
The offer and withdrawal rights are scheduled to expire at 5:00 p.m. New York City Time on April 21, 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 is filing today with the Securities and Exchange Commission (“SEC”).

Citi is acting as Xerox’s financial advisor, and King & Spalding LLP is providing legal counsel to Xerox. Willkie Farr & Gallagher LLP is providing legal counsel to Xerox’s independent directors, and Moelis & Company is acting as financial advisor to Xerox’s 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.

About Xerox
Xerox Holdings Corporation (NYSE: XRX) makes every day work better. We are a workplace technology company building and integrating software and hardware for enterprises large and small. As customers seek to manage information across digital and physical platforms, Xerox delivers a seamless, secure and sustainable experience. Whether inventing the copier, Ethernet, the laser printer or more, Xerox has long defined the modern work experience. Learn how that innovation continues at xerox.com.