Xerox Holdings Corp. today sent a letter to members of the Board of Directors at HP Inc. regarding its proposal to acquire HP for $22.00 per share, comprising $17.00 in cash and 0.137 Xerox shares for each HP share.
The letter folllows Sunday's decision by HP to rebuf Xerox’s $22 per share offer, saying it undervalued the company and that it was open to exploring a bid for the U.S. printer maker.
In the letter, Xerox said it is "very surprised" that HP’s Board of Directors rejection of the proposal, claiming the offer "significantly undervalues" HP. Xerox says its offer represents a 57% premium to Goldman Sack’s price target and a 29% premium to HP’s 30-day volume weighted average trading price of $17.
Xerox also said that there will be no financing condition to the completion of the possible acquisition of HP.
"You have requested customary due diligence, which we have accepted, but you have refused to agree to corresponding due diligence for Xerox. Any friendly process for a combination of this type requires mutual diligence—your proposal for one-way diligence is an unnecessary delay tactic. In light of favorable markets and terms, Xerox is determined to capture the compelling opportunity for our respective shareholders and strongly encourages HP’s Board of Directors not to sanction further delay in light of our extensive discussions to date, "Xerox added.
The company also said that it "remains willing to devote the resources necessary to complete mutual due diligence over the next three weeks and confirm the substantial cost and revenue synergies could be achieved through a combination." However, the Xerox Board of Directors is determined to expeditiously pursue the proposed acquisition of HP to completion. "We see no cause for further delay. Accordingly, unless you and we agree on mutual confirmatory due diligence to support a friendly combination by 5:00 p.m. EST on Monday, November 25, 2019, Xerox will take its compelling case to create superior value for our respective shareholders directly to your shareholders," Xerox said.