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Xerox Nominates Slate of 11 Directors for HP Inc. Board in Takeover Fight

Xerox says it plans to nominate a slate of 11 candidates to replace HP Inc.'s board.
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Xerox (XRX) said Thursday it informed HP Inc. (HPQ) that it intends to nominate a slate of 11 candidates to replace the printer company's board as the copy machine maker pushes its hostile $33 billion takeover bid.

Xerox shares off modestly to $36.30 on Thursday, while HP was up slightly to $22.08

In a statement, Xerox said "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."

The slate will be nominated at HP's annual shareholders meeting, Xerox said. An HP spokesman said in an email that a date for the annual meeting has not been announced yet.

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

HP also said it believed that Xerox’s proposal and nominations are being driven by activist investor Carl Icahn, "and his large ownership position in Xerox means that his interests are not aligned with those of other HP shareholders."

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The slate to be nominated includes former senior executives from companies such as  Aetna, United Airlines, Hilton Hotels, Novartis and Verizon.

In November, Xerox, the smaller of the two companies, said it would bring its takeover proposal for larger rival HP Inc. directly to shareholders unless the two sides are able to agree on access to private financial information.

Earlier this month, the Norwalk, Connecticut-based Xerox said it secured $24 billion in financing for its proposed $33 billion bid for HP. Inc.

“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,” John Visentin, vice chairman and CEO of Xerox, said in a statement. “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.”

In November, the Wall Street Journal reported that Icahn owns a 10.6% stake in Xerox and a 4.24% stake in HP.

"Due to Mr. Icahn’s ownership position, he would disproportionately benefit from an acquisition of HP by Xerox at a price that undervalues HP," the HP statement said. "Mr. Icahn has meaningful influence over Xerox and its Board of Directors given this ownership position; the role he played in the appointment of Xerox’s current CEO, who is a former Icahn consultant; and the ties Mr. Icahn has to members of the Xerox Board, including Xerox’s Chairman, an Icahn employee."

Icahn Enterprises did not immediately respond for a request for comment.