XRX Xerox Holdings Corporation

By Dave Sebastian 

Xerox Holdings Corp. said it plans to nominate 11 independent candidates to replace HP Inc.'s board at the computer and printer maker's annual shareholder meeting this summer.

The move, which confirmed an earlier report by The Wall Street Journal, comes as Xerox pushes a $33 billion unsolicited takeover bid for HP.

The nominees include former senior executives of Aetna Inc., United Airlines Inc. Verizon Communications Inc., Novartis AG and United Airlines Holdings Inc., among other companies.

"These nominations are a self-serving tactic by Xerox to advance its proposal, which significantly undervalues HP and creates meaningful risk to the detriment of HP shareholders," an HP spokesperson said.

Xerox in November offered to buy its much larger rival for $22 a share in cash and stock. HP rejected the bid as too low and questioned Xerox's ability to finance it. HP again deemed the offer too low when Xerox earlier this month said it had secured up to $24 billion debt financing.

"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," Xerox Vice Chairman and Chief Executive John Visentin said Thursday.

Xerox in recent weeks bought a small HP stake, giving it the right to nominate directors for elections to be held at HP's annual meeting, the Journal reported, citing people familiar with the matter.

The nominees are: Betsy Atkins, CEO of Baja Corp. and former chairwoman and CEO of Clear Standards Inc.; George Bickerstaff, co-founder and managing director of M.M. Dillon & Co.; Carolyn Byrd, chairwoman and CEO of GlobalTech Financial LLC; Jeannie Diefenderfer, who served at Verizon for 28 years; Kim Fennebresque, former chairman, president and CEO of Cowen Group; Carol Flaton, former managing director at AlixPartners LLP; Matthew Hart, former president and chief operating officer of Hilton Hotels; Fred Hochberg, former chairman and president of the U.S. Export-Import Bank; Jacob Katz, former chairman of Grant Thornton LLP; Nichelle Maynard-Elliott, former executive director of mergers and acquisitions for Praxair Inc.; and Thomas Sabatino Jr., former executive vice president and general counsel of Aetna.

Write to Dave Sebastian at dave.sebastian@wsj.com

(END) Dow Jones Newswires

January 23, 2020 10:30 ET (15:30 GMT)

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