Filed by Xerox Holdings Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: HP Inc.
(Commission
File No. 001-04423)
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News from Xerox Holdings Corporation
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Xerox Holdings Corporation
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Merritt 7
Norwalk, CT 06851-1056
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Xerox Files Preliminary Proxy Statement for Special Meeting to Approve Share Issuance in HP Transaction
Advances and Reaffirms Tender Offer to Acquire All Outstanding Shares of HP for $24 Per Share in Cash and Stock
NORWALK, Conn., March 10, 2020 Xerox Holdings Corporation (NYSE: XRX) (Xerox) today announced that it is filing a preliminary
proxy statement with the United States Securities and Exchange Commission (SEC) to seek approvals from its shareholders related to the issuance of Xerox shares in connection with its offer to acquire HP Inc. (NYSE: HPQ) (HP).
Xerox expects to call a special meeting at which Xerox shareholders will consider proposals to amend the Xerox charter to increase the number of
authorized shares of Xerox common stock and to approve, for purposes of New York Stock Exchange (NYSE) rules, the issuance of Xerox shares in connection with a combination with HP. Xerox will announce both the record and meeting dates
for the special meeting prior to sending the definitive proxy statement.
Xerox today also reaffirmed its tender offer to acquire all outstanding shares
of HP for $24.00 per share, comprising $18.40 in cash and 0.149 Xerox shares for each HP share.1 As a result of market-wide circuit breakers procedures implemented by the NYSE on March 9,
2020, the trading of HP shares was temporarily suspended. For the avoidance of doubt, Xerox does not consider this temporary trading halt to constitute a failure of any condition to its offer to acquire HP.
Citi is acting as Xeroxs financial advisor, and King & Spalding LLP is providing legal counsel to Xerox. Willkie Farr & Gallagher LLP
is providing legal counsel to Xeroxs independent directors, and Moelis & Company is acting as financial advisor to Xeroxs independent directors.
For additional details on the offer, the benefits of the transaction to both companies stockholders, and the Xerox management team, please visit
www.XplusHP.com.
About Xerox
Xerox
Holdings Corporation (NYSE: XRX) makes every day work better. We are a workplace technology company building and integrating software and hardware for enterprises large and small. As customers seek to manage information across digital and
physical platforms, Xerox delivers a seamless, secure and sustainable experience. Whether inventing the copier, Ethernet, the laser printer or more, Xerox has long defined the modern work experience. Learn how that innovation continues at
xerox.com.
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Based on Xeroxs closing share price of $37.68 on February 6, 2020.
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