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.

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
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.

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.

Feb
12
2018
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Billionaire investors Icahn and Deason write blog post slamming Xerox-Fuji deal

 Carl Icahn and Darwin Deason are a couple of seasoned billionaire investors, who know a bad deal when they see it, and they definitely don’t like the $6.1 billion deal announced last month to combine Fuji with Xerox. In a blog post published today, they are urging fellow shareholders to reject the offer. You may recall that it was Icahn and Deason, who together own a 15 percent stake in… Read More

Jan
31
2018
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Fujifilm will take over Xerox, cut 10,000 jobs

 Fujifilm announced this week that it’s set to take a majority stake in Xerox. The news comes as the U.S. tech stalwart and photocopying synonym struggles to cope with an eroding demand for office printers and photocopies. The boards of both companies agreed to the deal this week, giving Fujifilm a 50.1-percent stake in the combined companies.
The naming conventions on this one are… Read More

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