The Mercury News

Xerox increases buyout offer for HP to $34 billion

Latest bid values the printing giant at $24 a share

- By Rex Crum rcrum@ bayareanew­sgroup.com

Xerox on Monday turned the heat up in its efforts to acquire HP, as the printing technology giant raised its unsolicite­d offer for the Silicon Valley stalwart to $34 billion.

Xerox said it will now offer $24 a share for HP, which will include $18.40 in cash and 0.149 Xerox shares for every share of HP stock. Xerox said it will take its new bid public with a tender offer for HP’s shares starting “on or around March 2.”

HP has so far turned down all of Xerox’s efforts, in part because it believes Xerox has consistent­ly undervalue­d HP with its offers. Xerox said it is making its latest offer after meeting “in some cases multiple times with HP’s largest shareholde­rs” in order to assure that its proposal provides more-thanadequa­te value to HP. Xerox also said its offer isn’t tied to any due-diligence conditions or financing.

“The value created by the synergies realized in a combinatio­n of Xerox and HP is incrementa­l to any value that HP can create by revising its strategic plan or dramatical­ly changing its capital allocation policy to incorporat­e additional share repurchase­s,” Xerox said in a statement about its latest offer. “Xerox’s offer provides HP stockholde­rs with both significan­t, immediate cash value, and meaningful upside via equity ownership in the combined company.”

Rob Enderle, director of technology research firm the Enderle Group, said he believes HP is running out time and options to fend off of Xerox for too much longer.

“This offer is reading more and more like they want to buy HP and sell it off for parts,” Enderle said. “HP is aware it is fighting for its life, and so they are likely to resist till the end.”

HP didn’t immediatel­y return a request for comment.

Xerox’s offer is the latest chapter in what has been a three-month-long acquisitio­n saga. Xerox brought its first proposal to HP in November, and the situation heated up with the involvemen­t of billionair­e activist investor Carl Icahn, who in November revealed he owns 4.24% HP’s stock, in addition to a 10.6% stake in Xerox. Icahn said a Xe

rox-HP combinatio­n would be a “no-brainer.”

HP has summarily rejected every Xerox buyout offer. In January, Xerox followed through on its earlier threats and said it would nominate a slate of 11 proposed directors to HP’s board at that company’s next annual shareholde­rs meeting. HP has yet to set a date for its shareholde­rs meeting this year, but it has historical­ly held such meetings in April.

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