Citi, Mizuho and Bank of America commit to finance
acquisition
Xerox Holdings Corporation (NYSE:XRX) (“Xerox”) today sent a
letter to the Board of Directors of HP Inc. (NYSE: HPQ) (“HP”)
confirming that it has obtained $24 billion in binding financing
commitments from Citi, Mizuho and Bank of America to complete its
value-creating combination with HP.
The full text of the letter is as follows:
Dear Chip and Enrique,
Over the last several weeks, we have engaged in constructive
dialogue with many of your largest shareholders
regarding the strategic benefits of our proposal to
acquire HP. It remains clear to all of us that bringing our
companies together would deliver substantial
synergies and meaningfully enhanced
cash flow that could, in turn, enable increased
investments in innovation and greater returns to
shareholders.
But it also became clear from our dialogue with your
shareholders that you and your advisors have been questioning our
ability to raise the capital necessary to finance our proposal. We
have always maintained that our proposal is not subject to a
financing contingency, but in order to remove any doubt, we have
obtained binding financing commitments (that are not subject to any
due diligence condition) from Citi, Mizuho and Bank of America.
My offer stands to meet with you in person, with or without your
advisors, to begin negotiating this transaction.
Sincerely,
John VisentinVice Chairman and CEOXerox Holdings Corporation
Citi is acting as Xerox’s financial advisor, and King &
Spalding LLP is providing legal counsel to Xerox. Willkie Farr
& Gallagher LLP is providing legal counsel to Xerox’s
independent directors.
Simpson Thacher & Bartlett LLP is acting as legal counsel to
Xerox in connection with the financing for the proposed acquisition
of HP, and Cravath, Swaine & Moore LLP is acting as legal
counsel to the financial institutions providing the financing.
About Xerox
In the era of intelligent work, we’re not just thinking about
the future, we’re making it. Xerox Holdings
Corporation is a technology leader focused on the intersection
of digital and physical. We use automation and next-generation
personalization to redefine productivity, drive growth and make the
world more secure. Every day, our innovative technologies and
intelligent work solutions—Powered by Xerox®—help people
communicate and work better. Discover more
at www.xerox.com and follow us on Twitter
at @Xerox.
Forward-Looking Statements
This communication, and other written or oral statements made
from time to time by management contain “forward-looking
statements” as defined in the Private Securities Litigation Reform
Act of 1995. The words “anticipate”, “believe”, “estimate”,
“expect”, “intend”, “will”, “should”, “targeting”, “projecting”,
“driving” and similar expressions, as they relate to us, our
performance and/or our technology, including statements regarding
the proposed transaction, benefits and synergies of the proposed
transaction and future opportunities for the combined company, are
intended to identify forward-looking statements. These statements
reflect management’s current beliefs, assumptions and expectations
and are subject to a number of factors that may cause actual
results to differ materially. Such factors include but are not
limited to the ultimate outcome of any possible transaction between
Xerox Holdings Corporation (“Xerox”) and HP Inc. (“HP”), including
the possibility that the parties will not agree to pursue a
business combination transaction or that the terms of any
definitive agreement will be materially different from those
described herein; uncertainties as to whether HP will cooperate
with Xerox regarding the proposed transaction; Xerox’s ability to
consummate the proposed transaction with HP; the conditions to the
completion of the proposed transaction, including the receipt of
any required shareholder approvals and any required regulatory
approvals; Xerox’s ability to finance the proposed transaction with
HP; Xerox’s indebtedness, including the substantial indebtedness
Xerox expects to incur in connection with the proposed transaction
with HP and the need to generate sufficient cash flows to service
and repay such debt; the possibility that Xerox may be unable to
achieve expected synergies and operating efficiencies within the
expected time-frames or at all and to successfully integrate HP’s
operations with those of Xerox; that such integration may be more
difficult, time-consuming or costly than expected; that operating
costs, customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with
employees, customers or suppliers) may be greater than expected
following the proposed transaction or the public announcement of
the proposed transaction; the retention of certain key employees
may be difficult; and general economic conditions that are less
favorable than expected. Additional risks that may affect Xerox’s
operations and other factors that are set forth in the “Risk
Factors” section, the “Legal Proceedings” section, the
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” section and other sections of Xerox
Corporation’s 2018 Annual Report on Form 10-K, as well as in Xerox
Corporation’s and Xerox Holdings Corporation’s Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K filed with the SEC. These
forward-looking statements speak only as of the date of this
communication or as of the date to which they refer, and Xerox
assumes no obligation to update any forward-looking statements as a
result of new information or future events or developments, except
as required by law.
Additional Information
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
relates to a proposal that Xerox has made for a business
combination transaction with HP. In furtherance of this proposal
and subject to future developments, Xerox (and, if applicable, HP)
may file one or more registration statements, proxy statements,
tender offer statements or other documents with the Securities and
Exchange Commission (the “SEC”). This communication is not a
substitute for any proxy statement, registration statement, tender
offer statement, prospectus or other document Xerox and/or HP may
file with the SEC in connection with the proposed transaction.
Investors and security holders of Xerox and HP are urged to read
the proxy statement(s), registration statement, tender offer
statement, prospectus and/or other documents filed with the SEC
carefully in their entirety if and when they become available as
they will contain important information about the proposed
transaction. Any definitive proxy statement(s) or prospectus(es)
(if and when available) will be mailed to shareholders of Xerox
and/or HP, as applicable. Investors and security holders will be
able to obtain free copies of these documents (if and when
available) and other documents filed with the SEC by Xerox through
the web site maintained by the SEC at www.sec.gov, and by
visiting Xerox’s investor relations site
at www.xerox.com/investor.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
This communication is neither a solicitation of a proxy nor a
substitute for any proxy statement or other filings that may be
made with the SEC. Nonetheless, Xerox and its directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transactions. You can find information
about Xerox’s executive officers and directors in the Current
Report on Form 8-K filed by Xerox Holdings Corporation with the SEC
on July 31, 2019, the prospectus filed by Xerox Holdings
Corporation with the SEC on April 23, 2019 and the Annual Report on
Form 10-K for the year ended December 31, 2018 filed by Xerox
Corporation with the SEC on February 25, 2019. To the extent
holdings of Xerox securities by Xerox’s executive officers and
directors have changed from the amounts of securities of Xerox
Corporation (the predecessor issuer to Xerox Holdings Corporation)
held by such persons as reflected in the prospectus filed by Xerox
Holdings Corporation with the SEC on April 23, 2019, such changes
have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. Additional information regarding the
interests of such potential participants will be included in one or
more registration statements, proxy statements, tender offer
statements or other documents filed with the SEC if and when they
become available. These documents (if and when available) may be
obtained free of charge from the SEC’s website www.sec.gov,
and by visiting Xerox’s investor relations site
at www.xerox.com/investor.
Xerox® and Powered by Xerox® are trademarks of Xerox in the
United States and/or other countries.
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version on businesswire.com: https://www.businesswire.com/news/home/20200106005523/en/
Media:Caroline Gransee-Linsey, Xerox, +1-203-849-2359,
Caroline.Gransee-Linsey@xerox.comInvestor:Ann Pettrone,
Xerox, +1-203-849-2590, Ann.Pettrone@xerox.comEdward McCarthy, D.F.
King & Co., Inc., +1 (212) 269-5550,
EMcCarthy@DFKing.comNote: To receive RSS news feeds, visit
https://www.news.xerox.com. For open commentary, industry
perspectives and views, visit http://twitter.com/xerox,
http://www.facebook.com/XeroxCorp,
https://www.instagram.com/xerox/,
http://www.linkedin.com/company/xerox,
http://www.youtube.com/XeroxCorp.
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