Slate comprised of former C-suite executives
with financial and operational experience on a global scale across
numerous industries
Nominees include current or former board
members from Ally Financial, American Airlines, Cognizant
Technology Solutions, Jefferies, Wynn Resorts and more
Xerox Holdings Corporation (NYSE: XRX) (“Xerox”) announced today
it has provided notice to HP Inc. (NYSE: HPQ) (“HP”) that it
intends to nominate 11 independent candidates to replace HP’s Board
of Directors at HP’s 2020 Annual Meeting of Stockholders.
The slate to be nominated includes former senior executives from
dozens of the world’s leading companies, including Aetna, United
Airlines, Hilton Hotels, Novartis, Verizon and more. The candidates
were chosen because of their expertise overseeing and executing
significant company transformations and combinations, with
demonstrated track records of creating value for shareholders.
“HP shareholders have told us they believe our acquisition
proposal will bring tremendous value, which is why we lined up $24
billion in binding financing commitments and a slate of highly
qualified director candidates,” said John Visentin, Vice Chairman
and Chief Executive Officer of Xerox. “We believe HP shareholders
will be better served by a new slate of independent directors who
understand the challenges of operating a global enterprise and
appreciate the value that can be created by realizing the synergies
of a combination with Xerox.”
Nominees
Xerox’s Director nominees are:
- Betsy Atkins: Betsy Atkins was previously Chair and CEO
of Clear Standards, a software company acquired by SAP in 2009. She
also co-founded Ascend Communications, which was acquired by Lucent
Technologies in 1999 for $23 billion. Today, she is Chief Executive
Officer of Baja Corporation, a venture capital firm she founded to
make seed investments in technology, energy and life sciences
companies. Ms. Atkins serves on the Boards of Wynn Resorts and SL
Green Realty and previously served on the Boards of Schneider
Electric, Cognizant Technology Solutions, HD Supply Holdings and
Darden Restaurants, among others. She is a venture capital
investor, three-time CEO and expert on corporate governance and
board oversight, having written two books on the subject (Be Board
Ready: The Secrets to Landing a Board Seat and Being a Great
Director and Behind Boardroom Doors: Lessons of a Corporate
Director).
- George Bickerstaff: George Bickerstaff is
currentlyco-founder and Managing Director of M.M. Dillon & Co.,
a leading healthcare and technology boutique investment bank. Prior
to co-founding M.M. Dillon, he had a successful career as a
corporate executive in the technology and healthcare industries,
most recently as the Chief Financial Officer of Novartis Pharma AG.
He currently serves on the Boards of Axovant Sciences and Innoviva,
among others, and previously served on the Board of ARIAD
Pharmaceuticals, which was acquired by Takeda for $5.2 billion in
2017. Mr. Bickerstaff brings financial and operational experience
in the healthcare, pharmaceutical and information technology
industries, along with expertise in accounting and regulatory
matters and insight into the views of shareholders, investors,
analysts and others in the financial community.
- Carolyn Byrd: Carolyn Byrd is Chair and Chief Executive
Officer of GlobalTech Financial, which she founded in 2000 after a
long career at The Coca-Cola Company. She currently serves on the
Board of Regions Financial Corporation and has previously served on
the Boards of, among others, Freddie Mac, Popeyes Louisiana Kitchen
and the St. Paul Companies, which merged with Travelers in 2003 to
create the second largest business insurer in the U.S. Ms. Byrd has
held many positions in which she was responsible for key
managerial, strategic, financial and operational decisions. In
2018, she was named one of the “2018 Most Influential Corporate
Directors” by WomenInc.
- Jeannie Diefenderfer: Jeannie Diefenderfer spent 28
years at Verizon, where, among other things, she led the
integration of GTE into Bell Atlantic after GTE was acquired in an
all-stock deal valued at $52.8 billion. She now advises Boards and
Chief Executive Officers as founder and Chief Executive Officer of
consulting firm courageNpurpose. She currently serves on the Board
of Windstream Holdings, is Vice Chair of the Board of Trustees of
Tufts University and is a member of the Workforce Development &
Support Advisory Panel at the U.S. National Security Agency, where
she advises on workforce development and diversity and inclusion.
Ms. Diefenderfer has considerable technology expertise as a senior
engineer at Verizon and significant experience integrating complex
legacy operations.
- Kim Fennebresque: Kim Fennebresque was Chairman,
President and Chief Executive Officer of Cowen Group for nine
years. Prior to Cowen, he led the Corporate Finance and Mergers
& Acquisitions departments at UBS and the Investment Banking
division at Lazard Freres & Co. He currently serves on the
Boards of Ally Financial, BlueLinx Holdings and Albertsons
Companies, and he previously served on the Boards of several civic
organizations, including the TEAK Fellowship and the Rockefeller
Brothers Fund Finance Committee. Mr. Fennebresque has experience
evaluating, negotiating and executing complex mergers and
acquisitions and overseeing capital allocation and risk-management
matters.
- Carol Flaton: Carol Flaton hasserved as a Managing
Director at AlixPartners, a global consulting firm specializing in
restructuring, turnarounds, enterprise improvement and digital
consulting. She previously held senior positions at Lazard Freres
& Co. and Credit Suisse, among others. Her board experience
includes EP Energy Corporation and Jupiter Resources. Ms. Flaton
has expertise in banking, finance and restructuring across multiple
industries, with a focus on companies undergoing complex
transformations.
- Matthew Hart: Matthew Hart most recently served as
President and Chief Operating Officer of Hilton Hotels until the
buyout of Hilton by Blackstone in 2007. He currently serves on the
Boards of American Airlines, American Homes 4 Rent and Air Lease
Corporation. He previously served on the Boards of U.S. Airways,
Kilroy Realty Corporation and America West Holdings, among others.
Mr. Hart brings experience as a senior operating and finance
executive for several large global companies including Hilton, Walt
Disney and Marriott.
- Fred Hochberg: Fred Hochberg was most recently the
Chairman and President of the Export-Import Bank of the United
States during the Obama administration. Before entering public
service, Mr. Hochberg served as, among other things, President and
Chief Operating Officer of Lillian Vernon Corporation, a company he
transformed from a small private business into an international,
publicly traded corporation. Mr. Hochberg’s tenure as the longest
ever serving Chairman of the Export-Import Bank of the United
States gives him significant expertise and insight into global
trade matters, and his experience leading and modernizing large,
complex organizations, both in the government and for-profit
spheres, provides him with substantial transformation
experience.
- Jacob Katz: Jacob Katz was Chairman of Grant Thornton, a
leading independent audit, tax and advisory firm. He currently
serves on the Boards of Jefferies Financial Group and Herc
Holdings. Mr. Katz has executive management and leadership skills
gained in many leadership roles at Grant Thornton, including as
Chairman, New York and Northeast Managing Partner, and Global
Leader of Financial Services. His experience with various
industries during his long tenure with Grant Thornton provides him
with knowledge in addressing public company financial and
accounting matters.
- Nichelle Maynard-Elliott: Nichelle Maynard-Elliott most
recently served as Executive Director of Mergers & Acquisitions
for Praxair, where, among other things, she helped lead Praxair
through its $90 billion merger with the Linde Group in 2018. Ms.
Maynard-Elliott currently serves on the Board of Element Solutions,
a specialty chemicals company. Ms. Maynard-Elliott has a track
record of creating shareholder value by employing financial, legal,
mergers and acquisitions and business development expertise.
- Thomas Sabatino, Jr.: Thomas Sabatino, Jr. most recently
served as Executive Vice President and General Counsel of Aetna,
where he was also a member of its Executive Committee. He has held
a number of other General Counsel and executive leadership
positions at global companies, including Hertz, Walgreens and
United Airlines, where he helped lead the company through its
merger with Continental Airlines. He is currently on the Board of
Teligent, a pharmaceutical company. Mr. Sabatino brings business
acumen and legal expertise in corporate governance, crisis
management, mergers and acquisitions and complex litigation
resolution.
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.
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.
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
proposed; uncertainties as to whether HP will cooperate with Xerox
regarding the proposed transaction; the ultimate result should
Xerox determine to commence a proxy contest for election of
directors to HP’s board of directors; 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.
Note: 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.
Xerox® is a trademark of Xerox in the United States and/or other
countries.
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version on businesswire.com: https://www.businesswire.com/news/home/20200123005442/en/
Media Contact: Caroline Gransee-Linsey, Xerox,
+1-203-849-2359, Caroline.Gransee-Linsey@xerox.com Investor
Contacts: Ann Pettrone, Xerox, +1-203-849-2590,
Ann.Pettrone@xerox.com Edward McCarthy, D.F. King & Co., Inc.,
+1-212-269-5550, EMcCarthy@DFKing.com
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