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Xerox Corp. (XRX) - Get Free Report said Tuesday that it will take is $33 billion takeover proposal for larger rival HP Inc. (HPQ) - Get Free Report directly to shareholders unless the two sides are able to agree on access to private financial information. 

In a letter to the HP board, Xerox said it has a "compelling proposal" for a tie-up that will allow HP shareholder to "realize immediate cash value and enjoy equal participation in the substantial upside" and denied charges its takeover bid was "uncertain", as HP declared in a Sunday letter.

"The potential benefits of a combination between HP and Xerox are self-evident," Xerox said. "Together, we could create an industry leader - with enhanced scale and best-in-class offerings across a complete product portfolio - that will be positioned to invest more in innovation and generate greater returns for shareholders."

"The market clearly understands the industrial logic of this transaction. HP and Xerox shares are up 9.5% and 6.6%, respectively, since the date our proposal was first made public," the letter added. "We have already received inquiries from several HP shareholders and are encouraged by their interest in our offer."

HP Inc. shares were marked 1.4% lower in early Tuesday trading following publication of the letter to change hands at $19.88 each. Xerox shares slipped 0.44% lower to $38.59 each.

HP said late Sunday that Xerox's $33.5 billion cash-and-share bid "significantly undervalues HP" and its highly conditional and uncertain. HP also said the company's "aggressive words and actions" suggest its aim to pursue a hostile takeover rather than a "more productive" path that would combine the two companies.

"We believe it is important to emphasize that we are not dependent on a Xerox combination," HP said in a letter to the Xerox board. "We have great confidence in our strategy and the numerous opportunities available to HP to drive sustainable long-term value, including the deployment of our strong balance sheet for increased share repurchases of our significantly undervalued stock and for value-creating M&A."

"We remain prepared to study the potential value of a combination and to work quickly to learn more about your business trajectory," the letter continued. "However, there are significant concerns about both the near-term health and long-term viability of your business that have a significant impact on Xerox's value. The question of whether there is a path to turn around your business is a threshold issue."