Xerox files a slate for new HP board

NEW YORK — Xerox will nominate 11 people to replace the board of HP, a company it is targeting for a takeover.

In November, the computer and printer maker rejected a roughly $33.5 billion buyout offer from Xerox, saying the deal would undervalue HP. HP said at the time that it remained open to exploring other options to combine with Xerox Holdings Corp.

The printer maker hasn’t increased its $22-a-share takeover offer after HP rejected its proposal, which it argues undervalues the company. Instead, Xerox will seek to replace HP’s entire board through a proxy fight to push the merger through.

Xerox indicated earlier this month that it’s still interested in an HP deal.

Xerox said Thursday that its 11 board nominees include former senior executives from companies including Aetna, United Airlines and Verizon.

The companies have struggled as the demand for printed documents and ink have waned, and both are cutting costs.

“HP shareholders have told us they believe our acquisition proposal will bring tremendous value, which is why we lined up $24 billion in binding financing commitments and a slate of highly qualified director candidates,” said John Visentin, vice chairman and chief executive officer of Xerox.

Xerox filed its slate ahead of today’s deadline for board nominations. The move could potentially be a precursor to Xerox taking its offer directly to shareholders through a tender offer at the current offer price or a premium if HP continues to rebuff its efforts, according to people familiar with the matter.

The push to replace the board marks an escalation of the simmering tensions between the two hardware giants that have withered in a world increasingly driven by software. Xerox has argued the merger would revive both companies.

“These nominations are a self-serving tactic by Xerox to advance its proposal, which significantly undervalues HP and creates meaningful risk to the detriment of HP shareholders,” HP said in a statement.