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Xerox ups the anti to $24 a share

February 10, 2020

As the to and fro of the deal continues, Xerox has increased its offer to $24 (€21.92) per share.

Xerox has 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. at a price of $24.00 (€21.92) per share, which will be comprised of $18.40 (€16.80) in cash and 0.149 Xerox shares for each HP share.

Xerox comments that it “has met, in some cases multiple times, with many of HP’s 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 Xerox’s compelling offer despite HP’s consistent refusal to pursue the opportunity.”

The new offer price of $24.00 (€21.92) per share represents a 41% premium to HP’s unaffected 30-day volume weighted average trading price of $17.00 (€15.52).

The tender offer will be subject to there being validly tendered and not withdrawn at least a number of shares representing a majority of the issued and outstanding shares of HP and other customary conditions for a transaction of this type.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 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.

Further details about the offer are available at www.XplusHP.com.

Stefanie Unland, Managing Editor of The Recycler

 

OpEd: This next phase in the takeover stalking match sees the HP board now having to reconsider the Xerox offer and whether they can deliver better value to the HP shareholders or recommend the deal.

The synergies of combining Xerox and HP do make medium to long term sense but expect an HP rebuff of this offer, but back channel conversations to continue and a fresh offer to emerge. However, as more of HP’s institutional shareholders signpost their preference for the Xerox deal it will be time for HP to put up a stronger proposition, or counter bid for Xerox, or fall on their collective sword.

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