Mar
31
2020
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Xerox drops $34B HP takeover bid amid COVID-19 uncertainty

Xerox announced today that it would be dropping its hostile takeover bid of HP. The drama began last fall with a flurry of increasingly angry letters between the two companies, and confrontational actions from Xerox, including an attempt to take over the HP board that had rejected its takeover overtures.

All that came crashing to the ground today when Xerox officially announced it was backing down amid worldwide economic uncertainty related to the COVID-19 pandemic. The company also indicated it was dropping its bid to take over the board.

“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,” the company said in a statement.

As for HP, it said it was strong financially and would continue to drive shareholder value, regardless of the outcome:

We remain firmly committed to driving value for HP shareholders. HP is a strong company with market leading positions across Personal Systems, Print, and 3D Printing & Digital Manufacturing. We have a healthy cash position and balance sheet that enable us to navigate unanticipated challenges such as the global pandemic now before us, while preserving strategic optionality for the future.

The bid never made a lot of sense. Xerox is a much smaller company, with a market cap of around $4 billion compared with HP with a market cap of almost $25 billion. It was truly a case of the canary trying to eat the cat.

Yet Xerox continued to insist today, even while admitting defeat, that it would have been better to combine the two companies, something HP never felt was realistic. HP questioned the ability of Xerox to come up with such a large sum of money, and, if it did, would it be financially stable enough to pull off a deal like this.

Yet even as recently as last month, Xerox increased the bid from $22 to $24 per share in an effort to entice shareholders to bite. It had previously threatened to bypass the board and go directly to shareholders before attempting to replace the board altogether.

HP didn’t like the hostility inherent in the bid or any of the subsequent moves Xerox made to try to force a deal. Last month, HP offered its investors billions in give-backs in an effort to convince them to reject the Xerox bid. As it turned out, the drama simply fizzled out in the middle of a worldwide crisis.

Mar
23
2020
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Activist investor Starboard Value taking three Box board seats as involvement deepens

When activist investors Starboard Value took a 7.5% stake in Box last September, there was reasonable speculation that it would begin to try and push an agenda, as activist investors tend to do. While the firm has been quiet to this point, today Box announced that Starboard was adding three members to the 9 member Box board.

At the same time, two long-time Box investors and allies, Rory O’Driscoll from Scale Venture Partners and Josh Stein from Threshold Ventures (formerly from DFJ), will be retiring from the board and not seeking re-election at the annual stockholder’s meeting in June.

O’Driscoll involvement with the company dates back a decade, and Stein has been with the company for 14 years and has been a big supporter from almost the beginning of the company.

For starters, Jack Lazar, whose credentials including being chief financial officer at GoPro and Atheros Communications, is joining the board immediately. A second new board member from a list to be agreed upon by Box and Starboard will also be joining immediately.

Finally, a third member will be selected by the newly constituted board in June, giving Starboard three friendly votes and the ability to push the Box agenda in a significant way.

While this was obviously influenced by Starboard’s activist approach, a person close to the situation stressed that it was a highly collaborative effort between the two organizations, and also indicated that there was general agreement that it was time to bring in new perspectives to the board. The end goal for all concerned is to raise the stock value, and do this against the current bleak economic backdrop.

At the time it announced it was taking a stake in Box, Starboard telegraphed that it could be doing something like this. Here’s what it had to say in its filing at the time:

“Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the [Starboard’s] investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares…”

Box CEO Aaron Levie appeared at TechCrunch Sessions: Enterprise, the week this news about Starboard broke, and he was careful in how he discussed a possible relationship with the firm. “Well, I think in their statement actually they really just identified that they think there’s upside in the stock. It’s still very early in the conversations and process, but again we’re super collaborative in these types of situations. We want to work with all of our investors, and I think that’ll be the same here,” Levie told us at the time.

Now the company has no choice but to work more collaboratively with Starboard as it takes a much more meaningful role on the company board. What impact this will have in the long run is hard to say, but surely significant changes are likely on the way.

Mar
13
2020
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Pentagon asks court for time to reconsider JEDI award to Microsoft

The JEDI contract award process might never be done. Following legal challenges from Amazon after the Pentagon’s massive, $10 billion cloud contract was awarded to Microsoft in October, the Pentagon indicated in court documents last night that it wishes to reconsider the award.

It’s just the latest plot twist in an epic government procurement saga.

Here’s what we know. The Pentagon filing is based on Amazon’s complaints about the technical part of the deal only. Amazon has said that it believes political interference influenced the awarding of the contract. However, the cloud computing giant also believes it beat Microsoft on the technical merits in a majority of instances required in the request for proposals issued by the Pentagon.

In fact, sources told TechCrunch, “AWS’s protest identified evaluation errors, clear deficiencies and unmistakable bias in six of the eight evaluation factors.”

Obviously Amazon was happy to hear this news. “We are pleased that the DoD has acknowledged ‘substantial and legitimate’ issues that affected the JEDI award decision, and that corrective action is necessary,” a spokesperson stated.

“We look forward to complete, fair, and effective corrective action that fully insulates the re-evaluation from political influence and corrects the many issues affecting the initial flawed award.”

As would expect, Microsoft thinks that the DoD made the correct choice, and believes the review will bear that out. “Over two years, the DoD reviewed dozens of factors and sub factors and found Microsoft equal or superior to AWS on every factor. We remain confident that Microsoft’s proposal was technologically superior, continues to offer the best value, and is the right choice for the DoD,” Microsoft VP of communications Frank Shaw said.

The court granted the Pentagon 120 days to review the results again, but indicated it could take longer. In the meantime, the project is at a standstill.

On Friday, the court issued a ruling that Amazon was likely to succeed on its complaint on merit, and that could have been the impetus of this latest action by the Pentagon.

While the political influence piece might not be overtly part of this filing, it does lurk in the background. The president has made it clear that he doesn’t like Amazon founder and CEO Jeff Bezos, who also owns The Washington Post. As we wrote last year:

Amazon, for instance, could point to Jim Mattis’ book where he wrote that the president told the then Defense Secretary to “screw Bezos out of that $10 billion contract.” Mattis says he refused, saying he would go by the book, but it certainly leaves the door open to a conflict question.

As we previously reported, AWS CEO Andy Jassy stated at a press event at AWS re:Invent in December that the company believed there was political bias at play in the decision-making process.

“What I would say is that it’s fairly obvious that we feel pretty strongly that it was not adjudicated fairly,” he said. He added, “I think that we ended up with a situation where there was political interference. When you have a sitting president, who has shared openly his disdain for a company, and the leader of that company, it makes it really difficult for government agencies, including the DoD, to make objective decisions without fear of reprisal.”

The story has been updated with a comment from Microsoft. We have requested comment from DoD and will update the story should they respond.

Feb
25
2020
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HP offers its investors billions in shareholder returns to avoid a Xerox tie-up

To ward off a hostile takeover bid by Xerox, which is a much smaller company, HP (not to be confused with Hewlett Packard Enterprise, a separate public company) is promising its investors billions and billions of dollars.

All investors have to do to get the goods is reject the Xerox deal.

In a letter to investors, HP called Xerox’s offer a “flawed value exchange” that would lead to an “irresponsible capital structure” that was being sold on “overstated synergies.” Here’s what HP is promising its owners if they do allow it to stay independent:

  • About $16 billion worth of “capital return” between its fiscal 2020 and fiscal 2022 (HP’s Q1 fiscal 2020 wrapped January 31, 2020, for reference). According to the company, the figure “represents approximately 50% of HP’s current market capitalization.” TechCrunch rates that as true, before the company’s share-price gains posted after this news became known.
  • That capital return would be made up of a few things, including boosting the company’s share repurchase program to $15 billion (up from $5 billion, previously). More specifically, HP intends to “repurchase of at least $8 billion of HP shares over 12 months” after its fiscal 2020 meeting. The company also intends to raise its “target long-term return of capital to 100% of free cash flow generation,” allowing for the share purchases and a rising dividend payout (“HP intends to maintain dividend per share growth at least in line with earnings.”)

If all that read like a foreign language, let’s untangle it a bit. What HP is telling investors is that it intends to use all of the cash it generates to reward their ownership of shares in its business. This will come in the form of buybacks (concentrating future earnings on fewer shares, raising the value of held equity) and dividends (rising payouts to owners as HP itself makes more money), powered in part by cost-cutting (boosting cash generation and profitability).

HP is saying, in effect: Please do not sell us to Xerox; if you do not, we will do all that we can to make you money. 

Shares of HP are up 6% as of the time of writing, raising the value of HP’s consumer-focused spinout to just under $34 billion. We’ll see what investors choose for the company. But now, how did we get here?

The road to today

You may ask yourself, how did we get here (to paraphrase Talking Heads). It all began last Fall when Xerox made it known that it wanted to merge with HP, offering in the range of $27 billion to buy the much larger company. As we wrote at the time:

What’s odd about this particular deal is that HP is the company with a much larger market cap of $29 billion, while Xerox is just a tad over $8 billion. The canary is eating the cat here.

HP never liked the idea of the hostile takeover attempt and the gloves quickly came off as the two companies wrangled publicly with one another, culminating with HP’s board unanimously rejecting Xerox’s offer. It called the financial underpinnings of the deal “highly conditional and uncertain.” HP also was unhappy with the aggressive nature of the offer, writing that Xerox was, “intent on forcing a potential combination on opportunistic terms and without providing adequate information.”

Just one day later, Xerox responded, saying it would take the bid directly to HP shareholders in an attempt to by-pass the board of directors, writing in yet another public letter, “We plan to engage directly with HP shareholders to solicit their support in urging the HP Board to do the right thing and pursue this compelling opportunity.”

In January, the shenanigans continued when Xerox announced it was putting forth a friendly slate of candidates for the HP board to replace the ones that had rejected the earlier Xerox offer. And more recently, in an attempt to convince shareholders to vote in favor of the deal, Xerox sweetened the deal to $34 billion or $24 a share.

Xerox wrote that it had on-going conversations with large HP shareholders, and this might have gotten HP’s attention— hence the most recent offer on its part to make an offer to shareholders that would be hard to refuse. The company’s next shareholder meeting is taking place in April when we will finally find out the final reckoning.

 

Feb
17
2020
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Rippling starts billboard battle with Gusto

Remember when Zenefits imploded, and kicked out CEO Parker Conrad. Well, Conrad launched a new employee onboarding startup called Rippling, and now he’s going after another HR company called Gusto with a new billboard, “Outgrowing Gusto? Presto change-o.”

The problem is, Gusto got it taken down by issuing a cease & desist order to Rippling and the billboard operator Clear Channel Outdoor. That’s despite the law typically allowing comparative advertising as long as it’s accurate. Gusto sells HR, benefits and payroll software, while Rippling does the same but adds in IT management to tie together an employee identity platform.

Rippling tells me that outgrowing Gusto is the top reasons customers say they’re switching to Rippling. Gusto’s customer stories page lists no customers larger than 61 customers, and Enlyft research says the company is most often used by 10 to 50-person staffs. “We were one of Gusto’s largest customers when we left the platform last year. They were very open about the fact that the product didn’t work for businesses of our size. We moved to Rippling last fall and have been extremely happy with it,” says Compass Coffee co-founder Michael Haft.

That all suggests the Rippling ad’s claim is reasonable. But the C&D claims that “Gusto counts as customers multiple companies with 100 or more employees and does not state the businesses will ‘outgrow’ their platfrom at a certain size.”

In an email to staff provided to TechCrunch, Rippling CMO Matt Epstein wrote, “We take legal claims seriously, but this one doesn’t pass the laugh test. As Gusto says all over their website, they focus on small businesses.”

So rather than taking Gusto to court or trying to change Clear Channel’s mind, Conrad and Rippling did something cheeky. They responded to the cease & desist order in Shakespeare-style iambic pentameter.

Our billboard struck a nerve, it seems. And so you phoned your legal teams,
who started shouting, “Cease!” “Desist!” and other threats too long to list.

Your brand is known for being chill. So this just seems like overkill.
But since you think we’ve been unfair, we’d really like to clear the air.

Rippling’s general counsel Vanessa Wu wrote the letter, which goes on to claim that “When Gusto tried to scale itself, we saw what you took off the shelf. Your software fell a little short. You needed Workday for support,” asserting that Gusto’s own HR tool couldn’t handle its 1,000-plus employees and needed to turn to a bigger enterprise vendor. The letter concludes with the implication that Gusto should drop the cease-and-desist, and instead compete on merit:

So Gusto, do not fear our sign. Our mission and our goals align.
Let’s keep this conflict dignified—and let the customers decide.

Rippling CMO Matt Epstein tells me that “While the folks across the street may find competition upsetting, customers win when companies push each other to do better. We hope our lighthearted poem gets this debate back down to earth, and we look forward to competing in the marketplace.”

Rippling might think this whole thing was slick or funny, but it comes off a bit lame and try-hard. These are far from 8 Mile-worthy battle rhymes. If it really wanted to let customers decide, it could have just accepted the C&D and moved on…or not run the billboard at all. It still has four others that don’t slam competitors running. That said, Gusto does look petty trying to block the billboard and hide that it’s unequipped to support massive teams.

We reached out to Gusto over the weekend and again today asking for comment, whether it will drop the C&D, if it’s trying to get Rippling’s bus ads dropped too and if it does in fact use Workday internally.

[Update 2pm Pacific: Gusto’s PR representative Paul Loeffler claims that “This is common business practice in maintaining a brand”, says that for Gusto “A core, but not exclusive focus, are small businesses”, and admits that “as Gusto itself has grown to become a large-scale company, we have different needs than many of our customers and transitioned to Workday.”

Finally, he declares that “We’re excited to see more companies create new solutions that make it easier for businesses to take care of and support their teams” despite theatening to sue one that was. If Gusto itself grew out of Gusto, an ad asking if its customers are too seems wholly accurate.]

Given Gusto has raised $516 million10X what Rippling has — you’d think it could just outspend Rippling on advertising or invest in building the enterprise HR tools so customers really couldn’t outgrow it. They’re both Y Combinator companies with Kleiner Perkins as a major investor (conflict of interest?), so perhaps they can still bury the hatchet.

At least they found a way to make the HR industry interesting for an afternoon.

Feb
10
2020
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Amazon wants to depose president and secretary of Defense as part of JEDI protest

Today, AWS made public its Motion to Supplement the Record in its protest of the JEDI contract decision. As part of that process, the company has announced it wants to depose President Trump and Secretary of Defense Mark Esper.

When Amazon announced at the end of last year that it was protesting the DoD’s decision to award the $10 billion, decade-long JEDI contract to Microsoft, the company made clear that it was not happy with the decision. The company believes that the president steered the contract away from Amazon because of personal political differences with Amazon CEO Jeff Bezos, who also owns The Washington Post.

“President Trump has repeatedly demonstrated his willingness to use his position as President and Commander in Chief to interfere with government functions – including federal procurements – to advance his personal agenda. The preservation of public confidence in the nation’s procurement process requires discovery and supplementation of the administrative record, particularly in light of President Trump’s order to ‘screw Amazon.’ The question is whether the President of the United States should be allowed to use the budget of the DoD to pursue his own personal and political ends,” an AWS spokesperson said in a statement.

This is consistent with public statements the company has been making since the DoD made the surprise decision in October to go with Microsoft. It had been widely believed that Amazon would win the contract, and there was much wrangling and complaining throughout the procurement process that the contract had been designed to favor Amazon, something that the DoD repeatedly denied.

At AWS re:Invent at the end last year, AWS CEO Andy Jassy made it clear he was unhappy with the decision and that he believed the president showed bias. “I think that we ended up with a situation where there was political interference. When you have a sitting president, who has shared openly his disdain for a company, and the leader of that company, it makes it really difficult for government agencies, including the DoD, to make objective decisions without fear of reprisal,” Jassy said last year.

Sources say that the DoD gave Amazon a written debriefing after the decision to award the contract to Microsoft, but the company is particularly upset that the department has failed to respond in a timely fashion to requests for additional information and questions, as required by law.

Feb
10
2020
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Xerox sweetens HP offer to $24 per share as take-over drama continues

Ever since Xerox set its sights on HP last November, the companies have been engaged in an ongoing battle. Xerox would like very much to take over the much larger HP, while the printer giant has so far rejected Xerox’s advances. Today, Xerox decided to sweeten the pot, raising its offer by two dollars per share, from $22 to $24, or about $34 billion in total.

The company says it will make a tender offer officially on around March 2nd, which should give it more time to lobby shareholders, but Xerox claims to have spoken to larger HP stockholders, and they believe the larger number could finally push this over the finish line. Given HP’s previous reluctance, that remains to be seen.

“Xerox has met, in some cases multiple times, with many of HP’s largest stockholders. These stockholders consistently state that they want the enhanced returns, improved growth prospects and best-in-class human capital that will result from a combination of Xerox and HP. The tender offer announced today will enable these stockholders to accept Xerox’s compelling offer despite HP’s consistent refusal to pursue the opportunity,” the company wrote in a statement today.

The current dance between the two companies dates back to last fall, with Xerox believing the two companies would match up well together to become a printer giant, while HP’s board unanimously rejected the offer.

In a rejection letter last November, the company made clear it didn’t appreciate or welcome Xerox’s overtures:

“We reiterate that we reject Xerox’s proposal as it significantly undervalues HP.

“Additionally, it is highly conditional and uncertain. In particular, there continues to be uncertainty regarding Xerox’s ability to raise the cash portion of the proposed consideration and concerns regarding the prudence of the resulting outsized debt burden on the value of the combined company’s stock even if the financing were obtained,” the letter stated.

At the end of November, Xerox vowed to take the offer to shareholders. More recently, it said it would try to replace all of the HP board members who rejected the offer previously with a friendlier slate of candidates. That is slated to be voted on by stockholders at the HP stockholders meeting in April.

HP has not responded yet to this latest offer. Surprisingly, HP stock was down .12/share, or 0.81%, in early trading.

Note: We requested comment from HP, but had not heard from the company as we went to publish. Should this change we will update the report.

Jan
23
2020
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Xerox wants to replace HP board that rejected takeover bid

In Xerox’s latest effort to get HP to bend to its will and combine the two companies, it announced its intent today to try to replace the entire HP board of directors at the company’s stockholder’s meeting in April. That would be the same board that unanimously rejected Xerox’s takeover bid.

Xerox and HP have been playing a highly public game of tit for tat in recent months. Xerox wants very much to combine with HP, and offered $34 billion, an offer HP summarily rejected at the end of last year. Xerox threatened to take it to shareholders.

Now it wants to take over the board, announcing today that it had nominated 11 people to replace the current slate of directors.

As you might imagine, HP was none too pleased with this latest move by Xerox. “We believe 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 fired back in a statement today emailed to TechCrunch.

It went on to blame Xerox shareholder Carl Icahn for the continued pressure. “We believe that Xerox’s proposal and nominations are being driven by Carl Icahn, and his large ownership position in Xerox means that his interests are not aligned with those of other HP shareholders. 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 company stated.

The two companies exchanged increasingly harsh letters in November as Xerox signaled its intent to take over the much larger HP. HP questioned Xerox’s ability to raise the money, but earlier this month it announced had in fact raised the $24 billion it would need to buy the company. HP was still not convinced.

Today’s exchange is just the latest between the two companies in an increasingly hostile bid by Xerox to combine the two companies.

Jan
23
2020
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In latest JEDI contract drama, AWS files motion to stop work on project

When the Department of Defense finally made a decision in October on the decade-long, $10 billion JEDI cloud contract, it seemed that Microsoft had won. But nothing has been simple about this deal from the earliest days, so it shouldn’t come as a surprise that last night Amazon filed a motion to stop work on the project until the court decides on its protest of the DoD’s decision.

The company announced on November 22nd that it had filed suit in the U.S. Court of Federal Claims protesting the DoD’s decision to select Microsoft. Last night’s motion is an extension of that move to put the project on hold until the court decides on the merits of the case.

Sources tell us that AWS decided not protest the start of initial JEDI activities at the time of the court filing in November as an accommodation made at DoD’s request. DoD declined to comment on that.

As for why they are doing it now, an Amazon spokesperson had this to say in a statement last night: “It is common practice to stay contract performance while a protest is pending and it’s important that the numerous evaluation errors and blatant political interference that impacted the JEDI award decision be reviewed. AWS is absolutely committed to supporting the DoD’s modernization efforts and to an expeditious legal process that resolves this matter as quickly as possible.”

As we previously reported, the statement echoes sentiments AWS CEO Andy Jassy made at a press event during AWS re:Invent in December:

“I would say is that it’s fairly obvious that we feel pretty strongly that it was not adjudicated fairly,” he said. He added, “I think that we ended up with a situation where there was political interference. When you have a sitting president, who has shared openly his disdain for a company, and the leader of that company, it makes it really difficult for government agencies, including the DoD, to make objective decisions without fear of reprisal.”

This is just the latest turn in a contract procurement process for the ages. It will now be up to the court to decide if the project should stop or not, and beyond that if the decision process was carried out fairly.

Nov
26
2019
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Xerox tells HP it will bring takeover bid directly to shareholders

Xerox fired the latest volley in the Xerox HP merger letter wars today. Xerox CEO John Visentin wrote to the HP board that his company planned to take its $33.5 billion offer directly to HP shareholders.

He began his letter with a tone befitting a hostile takeover attempt, stating that their refusal to negotiate defied logic. “We have put forth a compelling proposal – one that would allow HP shareholders to both realize immediate cash value and enjoy equal participation in the substantial upside expected to result from a combination. Our offer is neither ‘highly conditional’ nor ‘uncertain’ as you claim,” Visentin wrote in his letter.

He added, “We plan to engage directly with HP shareholders to solicit their support in urging the HP Board to do the right thing and pursue this compelling opportunity.”

The letter was in response to one yesterday from HP in which it turned down Xerox’s latest overture, stating that the deal seemed beyond Xerox’s ability to afford it. It called into question Xerox’s current financial situation, citing Xerox’s own financial reports, and took exception to the way in which Xerox was courting the company.

“It is clear in your aggressive words and actions that Xerox is intent on forcing a potential combination on opportunistic terms and without providing adequate information,” the company wrote.

Visentin fired back in his letter, “While you may not appreciate our “aggressive” tactics, we will not apologize for them. The most efficient way to prove out the scope of this opportunity with certainty is through mutual due diligence, which you continue to refuse, and we are obligated to require.”

He further pulled no punches writing that he believes the deal is good for both companies and good for the shareholders. “The potential benefits of a combination between HP and Xerox are self-evident. 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.”

Patrick Moorhead, founder and principal analyst at Moor Insights & Strategies, thinks HP ultimately has the upper hand in this situation. “I feel like we have seen this movie before when Carl Icahn meddled with Dell in a similar way. Xerox is a third of the size HP Inc., has been steadily declining in revenue, is running out of options, and needs HP more than HP needs it.”

It would seem Xerox has chosen a no-holds barred approach to the situation. The pen is now in HP’s hands as we await the next letter and see how the printing giant intends to respond to the latest missive from Xerox.

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