March 8, 2019
Following the approval of its Board of Directors on 6 March 2019, Xerox has filed a Form 8-K for Reorganisation with the United States Securities and Exchange Commission.
As the form, viewed by The Recycler, reveals, on 6 March 2019 Xerox’s Board of Directors approved a reorganisation of the company’s corporate structure into a holding company structure; as a result, Xerox will become a direct, wholly-owned subsidiary of a new holding company.
The goal of the reorganisation is described in the form as being to provide Xerox with strategic, operational and financial flexibility. The business operations, directors and executive officers of Xerox will not alter, as a result of the reorganisation.
The form goes on to state, “The Reorganisation is intended to be implemented via a tax-free transaction for U.S. federal income tax purposes that will result in each holder of Registrant’s common stock owning the same number of shares of common stock in the new holding company and each holder of Registrant’s preferred stock owning the same number of shares of preferred stock in the new holding company. It is expected that the directors and executive officers of Registrant will also serve in the same capacities for the new holding company and that shares of the new holding company’s common stock will trade on the New York Stock Exchange under Registrant’s current ticker symbol “XRX.”
The Reorganisation is subject to shareholder approval, regulatory approval and other customary conditions and is expected to be implemented in mid-2019, though there can be no assurance as to its completion or timing.
Additional details and information regarding the Reorganisation will be included in a joint proxy statement/prospectus relating to Registrant’s 2019 annual meeting of shareholders, which will be mailed to shareholders when available.”
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