The Board of Directors of HP Inc. (NYSE: HPQ) today adopted a
shareholder rights plan and declared a dividend distribution of one
preferred share purchase right on each outstanding share of HP
common stock.
The Board adopted the rights plan following the announcement by
Xerox Holdings Corporation that Xerox intends to commence a tender
offer to acquire all of the outstanding shares of HP common
stock.
HP has previously said that on February 24, when out of its
quiet period, HP will share additional information about its plan
to drive sustainable long-term value for its shareholders,
including through the execution of the Company’s multi-year
strategic and financial plan and the deployment of its strong
balance sheet; and that HP wants its shareholders to have full
information on the Company’s earnings and the value inherent in the
Company before responding to Xerox’s February 10 press release.
“HP’s board is focused on creating long-term value for HP
shareholders. We believe it is essential that HP shareholders have
sufficient time and full information when considering any tender
offer that Xerox may commence,” said Chip Bergh, Chair of HP’s
Board of Directors. “As we have previously said, we are very
concerned about Xerox’s aggressive and rushed tactics, and any
process that is not based on full information is a threat to our
shareholders.”
The rights will not prevent a combination of HP with another
business, but should encourage Xerox (or anyone else seeking to
acquire the Company) to negotiate with the Board prior to
attempting to impose some combination that is not in the best
interests of the HP shareholders.
The rights plan has several recognized shareholder protections,
including:
- Guards against coercive tactics to gain control without paying
all shareholders an appropriate premium for that control.
- Expiration date in one year (and the Board of Directors of HP
intends to consider whether to terminate the rights plan earlier
than such date if circumstances warrant).
- Facilitates the ability of all shareholders to realize the
long-term value of their investment in the Company.
The rights will be exercisable only if a person or group
acquires 20% or more of HP’s common stock, subject to certain
exceptions. Each right will entitle shareholders to buy one
one-hundredth of a share of a new series of junior participating
preferred stock at an exercise price of $100.
If a person or group acquires 20% or more of HP’s outstanding
common stock, each right will entitle its holder (other than such
person or members of such group) to purchase for $100, a number of
HP common shares having a market value of twice such price. In
addition, at any time after a person or group acquires 20% or more
of HP’s outstanding common stock (unless such person or group
acquires 50% or more), the Board may exchange one share of the
company’s common stock for each outstanding right (other than
rights owned by such person or group, which would have become
void).
Prior to the acquisition by a person or group of beneficial
ownership of 20% or more of the Company’s common stock, the rights
are redeemable for $0.01 per right at the option of the Board.
Certain synthetic interests in securities created by derivative
positions — whether or not such interests are considered to
constitute beneficial ownership of the underlying common stock for
reporting purposes under Regulation 13D of the Securities Exchange
Act — are treated as beneficial ownership of the number of shares
of the Company’s common stock equivalent to the economic exposure
created by the derivative position, to the extent actual shares of
the Company’s stock are directly or indirectly held by
counterparties to the derivatives contracts.
The dividend distribution will be made on March 2, 2020, payable
to shareholders of record on March 2, 2020, and is not taxable to
shareholders. The Rights will expire on February 20, 2021.
Forward-Looking Statements
This document contains forward-looking statements that involve
risks, uncertainties and assumptions. If the risks or uncertainties
ever materialize or the assumptions prove incorrect, actual results
may differ materially from those expressed or implied by such
forward-looking statements and assumptions.
All statements other than statements of historical fact are
statements that could be deemed forward-looking statements,
including any statements of expectation or belief; any statements
regarding HP’s long term plan, potential future share repurchases
or any potential strategic transactions, any statements
relating to the plans, strategies and objectives of management for
future operations; any statements concerning the expected
development, performance, market share or competitive performance
relating to products or services; any statements regarding current
or future macroeconomic trends or events and the impact of those
trends and events on HP and its financial performance; and any
statements of assumptions underlying any of the foregoing.
Risks, uncertainties and assumptions include factors relating to
HP’s ability to execute on its strategic plan, complete any
contemplated share repurchases or other strategic transactions; the
need to address the many challenges facing HP’s businesses; the
competitive pressures faced by HP’s businesses; risks associated
with executing HP’s strategy and business model changes;
successfully innovating, developing and executing HP’s go-to-market
strategy, including online, omnichannel and contractual sales, in
an evolving distribution and reseller landscape; successfully
competing and maintaining the value proposition of HP’s products,
including supplies; the impact of macroeconomic and geopolitical
trends and events; the need to manage third-party suppliers, manage
HP’s global, multi-tier distribution network, limit potential
misuse of pricing programs by HP’s channel partners, adapt to new
or changing marketplaces and effectively deliver HP’s services;
challenges to HP’s ability to accurately forecast inventories,
demand and pricing, which may be due to HP’s multi-tiered channel,
sales of HP’s products to unauthorized resellers or unauthorized
resale of HP’s products; the protection of HP’s intellectual
property assets, including intellectual property licensed from
third parties; risks associated with HP’s international operations;
the development and transition of new products and services and the
enhancement of existing products and services to meet customer
needs and respond to emerging technological trends; the execution
and performance of contracts by HP and its suppliers, customers,
clients and partners; the hiring and retention of key employees;
integration and other risks associated with business combination
and investment transactions; the results of the restructuring
plans, including estimates and assumptions related to the cost
(including any possible disruption of HP’s business) and the
anticipated benefits of the restructuring plans; the impact of
changes in tax laws, including uncertainties related to the
interpretation and application of the Tax Cuts and Jobs Act of 2017
on HP’s tax obligations and effective tax rate; the resolution of
pending investigations, claims and disputes; and other risks that
are described in HP’s Annual Report on Form 10-K for the fiscal
year ended October 31, 2019, and HP’s other filings with the
SEC.
HP assumes no obligation and does not intend to update these
forward-looking statements. HP’s Investor Relations website at
http://investor.hp.com contains a significant amount of
information about HP, including financial and other information for
investors. HP encourages investors to visit its website from time
to time, as information is updated, and new information is
posted.
Important Information
This document is not an offer to purchase or a solicitation of
an offer to sell any securities. If a tender offer or exchange
offer is commenced, HP will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9. Any
solicitation/recommendation statement filed by HP that is required
to be mailed to stockholders will be mailed to HP stockholders. HP
STOCKHOLDERS ARE ADVISED TO READ HP’S SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY
DECISION WITH RESPECT TO ANY EXCHANGE OFFER BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Stockholders may obtain free
copies of the solicitation/recommendation statement on Schedule
14D-9 (when available), as well as any other documents filed by HP
in connection with any tender offer or exchange offer, without
charge at the SEC’s website at www.sec.gov. In addition, investors
and security holders will be able to obtain free copies of these
documents from HP by directing a request to Investor Relations,
1501 Page Mill Road, Palo Alto, CA 94304, or by calling (650)
857-1501.
HP intends to file a proxy statement with the SEC in connection
with the solicitation of proxies for the 2020 Annual Meeting of
Stockholders. Any definitive proxy statement and a WHITE proxy card
will be mailed to HP’s stockholders. HP STOCKHOLDERS ARE URGED TO
READ ANY PROXY STATEMENT AND OTHER RELEVANT MATERIALS IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain free copies of these and other
SEC filings made by HP (when available) without charge from the
sources indicated above.
Certain Information Concerning Participants
HP and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies under the
rules of the SEC. HP stockholders may obtain information regarding
the names, affiliations and interests of HP’s directors and
executive officers in HP’s Annual Report on Form 10-K for the year
ended October 31, 2019, which was filed with the SEC on December
12, 2019, and its proxy statement for the 2019 Annual Meeting of
Stockholders, which was filed with the SEC on February 26, 2019. To
the extent holdings of HP securities have changed since the amounts
printed in the proxy statement for the 2019 Annual Meeting, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Stockholders may obtain
free copies of these documents without charge from the sources
indicated above. Additional information regarding the interests of
these participants in any proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will also be included in the proxy statement to be filed
by HP with the SEC in connection with the 2020 Annual Meeting, if
and when it becomes available.
About HP Inc.
HP Inc. (NYSE: HPQ) creates technology that makes life better
for everyone, everywhere. Through our product and service portfolio
of personal systems, printers and 3D printing solutions, we
engineer experiences that amaze. More information about HP Inc. is
available at www.hp.com.
Editorial contacts
HP Inc. Media
RelationsMediaRelations@hp.com
HP Inc. Investor
RelationsInvestorRelations@hp.com
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