HP Inc. (NYSE: HPQ) today issued the following statement following
Xerox Holding Corporation’s withdrawal of its unsolicited exchange
offer and director nominations:
We remain firmly committed to driving
value for HP shareholders. HP is a strong company with market
leading positions across Personal Systems, Print, and 3D Printing
& Digital Manufacturing. We have a healthy cash position and
balance sheet that enable us to navigate unanticipated challenges
such as the global pandemic now before us, while preserving
strategic optionality for the future.
Our focus remains on addressing the
needs of our ecosystem of stakeholders around the world, ensuring
that we build on our strength and resiliency throughout this crisis
and position the business for the opportunities ahead.
HP would like to thank our
shareholders, partners, customers and employees for their input and
continued support through this process.
Goldman Sachs & Co. LLC and Guggenheim Securities, LLC are
serving as financial advisors, and Wachtell, Lipton, Rosen &
Katz is legal advisor, to HP.
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.
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 but not limited to any statements about the exchange
offer or Xerox’s director nominations; any statements of
expectation or belief; any statements regarding HP’s long term plan
or future strategy; 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
the novel coronavirus (COVID-19) and its effect on U.S. and world
financial markets, general global economic conditions, and HP’s own
operations and personnel; HP’s ability to execute on its strategic
plan, including the recently announced initiatives, business model
changes and transformation; industry, market, economic, political,
regulatory and global health conditions; execution of planned
structural cost reductions and productivity initiatives; potential
developments involving Xerox Holdings Corporation; HP’s ability to
complete any contemplated share repurchases, other capital return
programs 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, business model changes and transformation; 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; disruptions in operations from system
security risks, data protection breaches, cyberattacks, extreme
weather conditions, medical epidemics or pandemics such as the
novel coronavirus, and other natural or manmade disasters or
catastrophic events; 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.
Important InformationThis communication does
not constitute an offer to buy or solicitation of an offer to sell
any securities. In response to the exchange offer commenced by
Xerox, HP has filed a solicitation/recommendation statement on
Schedule 14D-9 with the SEC. HP SHAREHOLDERS ARE STRONGLY
ENCOURAGED TO READ HP’S SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 BECAUSE IT CONTAINS IMPORTANT INFORMATION.
HP has filed a definitive proxy statement on Schedule 14A with
the SEC on March 26, 2020 in connection with the solicitation of
proxies for the 2020 annual meeting of HP stockholders. HP may file
an additional proxy statement with the SEC. Any definitive proxy
statement will be mailed to HP stockholders. HP STOCKHOLDERS ARE
URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Stockholders may obtain free copies of the
solicitation/recommendation statement on Schedule 14D-9, the
definitive proxy statement, as well as any other documents filed by
HP with the SEC, 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.
Certain Information Concerning ParticipantsHP
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. Information regarding the names, affiliations and
interests of HP’s directors and executive officers is set forth in
the preliminary proxy statement for the 2020 Annual Meeting of
Shareholders and will be set forth in the definitive proxy
statement. Shareholders may obtain free copies of these documents
without charge from the sources indicated above.
Editorial contacts
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