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Xerox launches tender offer, HP says it will review

March 3, 2020

Yesterday Xerox announced it has launched a tender offer to acquire all outstanding shares of HP for $24 (€21.58) per share in cash and stock.

To finance the tender offer, 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 (€21.58 billion) in binding financing commitments (that are not subject to any due diligence condition).

“Our proposal offers progress over entrenchment,” said John Visentin, Vice Chairman and Chief Executive Officer of Xerox. “HP shareholders will receive $27 billion (€24.28 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.”

The offer and withdrawal rights are scheduled to expire at 5:00 p.m. New York City Time on 21 April 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 filed 2 March 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.

HP Inc. responded by confirming that Xerox Holdings Corporation commenced an unsolicited exchange offer to acquire all outstanding shares of HP common stock for consideration consisting of cash, Xerox common stock, or a combination thereof (the Offer).

The HP Board of Directors said it will, consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, carefully review and evaluate the Offer to determine the course of action that the Board believes is in the best interests of the Company and all HP shareholders.

HP shareholders are advised to take no action at this time pending the Board’s review and evaluation of the Offer.

HP intends to advise shareholders of the Board’s position regarding the Offer within ten business days by making available to shareholders a solicitation/recommendation statement on Schedule 14D-9, to be filed with the U.S. Securities and Exchange Commission and published on HP’s website at www.hp.com.

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