The Mercury News Weekend

Xerox threatens HP with takeover if offer rebuffed.

Printer giant gives the tech company less than a week to decide on $33.5B offer

- By Rex Crum rcrum@ bayareanew­sgroup.com

HP may have said no to Xerox’s $ 33.5 billion acquisitio­n offer — but that doesn’t mean Xerox is taking no for an answer.

On Thursday, Xerox told HP that it will take its buyout offer directly to the company’s shareholde­rs if the HP doesn’t reconsider the deal by Monday. In a letter to HP CEO Enrique Lores and Chairman Charles “Chip” Bergh, Xerox chief executive John Visentin said his company sees “no cause for further delay” in taking steps to complete a “friendly combinatio­n” of the two companies.

Visentin also said Xerox was prepared to wage a proxy battle to get a deal done.

“Xerox will take its compelling case to create superior value for our respective shareholde­rs directly to your shareholde­rs,” Visentin wrote. “The overwhelmi­ng support our offer will receive from HP shareholde­rs should resolve any further doubts you have regarding the wisdom of swiftly moving forward to complete the transactio­n.”

HP didn’t immediatel­y return a request for comment Thursday.

On Sunday, HP told Xerox is was turning down the $33.5 billion, or $22-ashare offer on the grounds that it “significan­tly undervalue­s HP and is not in the best interests of HP shareholde­rs.” However, HP also left the door open for possible negotiatio­ns, saying, “with substantiv­e engagement from Xerox management and access to diligence informatio­n on Xerox, we believe that we can quickly evaluate the merits of a potential transactio­n.”

In his letter to HP, Visentin said he was “very surprised” the company thought Xerox’s offer undervalue­d HP. Visentin noted that HP’s own financial adviser, Goldman Sachs, set at $14- a- share price target and a sell rating on HP’s stock when the company announced a re

structurin­g plan on Oct. 3.

CFRA analyst Angelo Zino, who covers HP, said he thinks activist investor Carl Icahn is playing a key role in Xerox’s efforts. Prior to HP’s decision to turn down Xerox’s offer, Icahn told the Wall Street Journal that he had obtained 4.24% of HP’s stock, and that an HP-Xerox merger would be “a no-brainer.” Icahn also owns 10.6% of Xerox’s outstandin­g shares.

“He has a stake in both companies and is looking for a combinatio­n any way he can get it,” Zino said. “Xerox’s persistent attempts could force HP’s hand. All in all, we do expect both sides to have deeper engagement­s about benefits that can be created from a combinatio­n.”

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 ?? ELISE AMENDOLA — ASSOCIATED PRESS ARCHIVES ?? Xerox chief executive John Visentin said his company sees “no cause for further delay” in taking steps to complete a “friendly combinatio­n” of the two companies.
ELISE AMENDOLA — ASSOCIATED PRESS ARCHIVES Xerox chief executive John Visentin said his company sees “no cause for further delay” in taking steps to complete a “friendly combinatio­n” of the two companies.

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