Update: Xerox Drops its Bid for HP

Jamie Bsales
Nov 6, 2019

Update: On March 31, 2020, Xerox officially dropped its tender offer for HP shares, citing the macroeconomic uncertainty and market turmoil caused by the COVID-19 pandemic.                                                          

Original post, with updates:

The Wall Street Journal reported last night that Xerox’s board of directors discussed the possibility of purchasing HP Inc. in a cash-and-stock deal worth north of $27 billion. While we don’t have any information about the veracity of the WSJ report or the likelihood of it coming to pass, the combination (in some form) of HP and Xerox has been speculated about for several years.

Xerox executives–the team put in place by activist investors in the wake of the scuttled sale to FUJIFILM Holdings– have spoken publicly about their openness to finding other engine suppliers beyond Fuji-Xerox, and with HP they would have that. HP could benefit from Xerox’s strong channel-partner organization. Indeed, the two companies already announced a closer working relationship earlier this year. And while the Wall Street Journal described the pair as “two fading stars of technology” (a characterization we don’t agree with), a combined company would be in a very formidable position in both A3/A4 office equipment and related software, as well as in the production print space. HP also has a growing 3D-manufacturing business, which could be an attractive growth area for a resurgent Xerox. The combined companies would also be an innovation powerhouse: Xerox’s PARC (Palo Alto Research Center) and HP Labs are already among the most prolific organizations in the country when it comes to patent applications.

Of course, it wasn’t that long ago that smart money was on HP purchasing Xerox. But now with Xerox stock trading at a 10-year high and the company flush with a $2.3 billion down payment available from the sale of its half of the  joint venture with FUJIFILM–not to mention HP stock trading at historically low multiples (until this news leaked, that is)–Xerox may be in the better financial position to leverage such an acquisition . The WSJ reported that Xerox already had financing commitments lined up. The company could also consider selling HP’s Personal System’s Group to help pay down some of the debt incurred by the purchase.

That said, HP was not impressed. On November 18 and in communications thereafter, HP announced that its Board of Directors had rejected the Xerox offer. In its statements, HP said the deal undervalued the company, and cited concerns about the debt levels the combined entity would be saddled with.

And the saga came to an abrupt end on March 31, when Xerox officially withdrew its tender offer in the face of the growing COVID-19 crisis. The company’s official statement reads:

The current global health crisis and resulting macroeconomic and market turmoil caused by COVID-19 have created an environment that is not conducive to Xerox continuing to pursue an acquisition of HP Inc. (NYSE:HPQ) (“HP”). Accordingly, we are withdrawing our tender offer to acquire HP and will no longer seek to nominate our slate of highly qualified candidates to HP’s Board of Directors.

While it is disappointing to take this step, we are prioritizing the health, safety and well-being of our employees, customers, partners and other stakeholders, and our broader response to the pandemic, over and above all other considerations.

There remain compelling long-term financial and strategic benefits from combining Xerox and HP. The refusal of HP’s Board to meaningfully engage over many months and its continued delay tactics have proven to be a great disservice to HP stockholders, who have shown tremendous support for the transaction.

Xerox’s Board of Directors and management team are grateful for the significant backing we received from both Xerox and HP stockholders throughout this process. We thank the talented individuals who agreed to stand for election to the HP Board, making time in their busy schedules to take on this responsibility when HP’s existing Board did not. And finally, we thank the banks who agreed to finance this acquisition, who never wavered in their commitments, even during the market turmoil caused by COVID-19.

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