Xerox Escalates HP Takeover Fight With Push to Replace Board

Bloomberg (01/23/20) Deveau, Scott

On Jan. 23, Xerox Holdings Corp. (XRX) said it plans to nominate 11 directors to replace the board of HP Inc. (HPQ). The move comes after HP rejected Xerox's $22-a-share takeover offer and refused to engage in talks. Xerox hopes that replacing HP's entire board through a proxy fight will push the deal through. "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 Xerox Vice Chairman and CEO John Visentin. The deal has the support of Carl Icahn, who owns about 11% of Xerox and has a 4.3% stake in HP. HP responded that "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." Xerox's director nominees are Betsy Atkins, CEO of Baja Corp.; George Bickerstaff, co-founder and managing director of M.M. Dillon & Co.; Carolyn Byrd, CEO of GlobalTech Financial; Jeannie Diefenderfer, formerly of Verizon (VZ); Kim Fennebresque, former CEO of Cowen Group; Carol Flaton, who has served as a managing director at AlixPartners; Matthew Hart, former president and COO of Hilton Hotels; Fred Hochberg, chairman and president of the Export-Import Bank of the United States during the Obama administration; Jacob Katz, who was chairman of Grant Thornton; Nichelle Maynard-Elliott, who most recently served as executive director of mergers and acquisitions for Praxair Inc.; and Thomas Sabatino Jr., who most recently served as executive vice president and general counsel of Aetna Inc.

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