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Xerox to Nominate 11 Candidates to Replace HP’s Board

Xerox to Nominate 11 Candidates to Replace HP’s Board


XRX -0.25%

Holdings Corp. said it plans to nominate 11 independent candidates to replace

HP Inc.’s

HPQ 0.78%

board at the computer and printer maker’s annual shareholder meeting this summer.

The nominees include former senior executives of Aetna Inc., United Airlines Inc.

Verizon Communications Inc.,

Novartis AG


United Airlines Holdings Inc.,

among other companies.

“These nominations are a self-serving tactic by Xerox to advance its proposal, which significantly undervalues HP and creates meaningful risk to the detriment of HP shareholders,” an HP spokesperson said.

Xerox in November offered to buy its much larger rival for $22 a share in cash and stock. HP rejected the bid as too low and questioned Xerox’s ability to finance it. HP again deemed the offer too low when Xerox earlier this month said it had secured up to $24 billion debt financing.

“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,” Xerox Vice Chairman and Chief Executive

John Visentin

said Thursday.

HP said Xerox’s proposal and board slate is driven by billionaire investor

Carl Icahn,

who is pushing Xerox’s bid. Mr. Icahn owns a roughly 11% stake in Xerox and about 4% in HP, according to FactSet.

“His large ownership position in Xerox means that his interests are not aligned with those of other HP shareholders,” HP said. “Due to Mr. Icahn’s ownership position, he would disproportionately benefit from an acquisition of HP by Xerox at a price that undervalues HP.”

Mr. Icahn began lobbying for changes at Xerox in 2015. Two years later, he launched a board fight, telling the Journal at the time that Xerox “will go the way of Kodak if there aren’t major changes.” In 2018, he and Darwin Deason—among Xerox’s biggest shareholders—scuttled Xerox’s planned merger with Fujifilm, took control of its board and replaced its CEO with Mr. Visentin.

Mr. Icahn declined to comment.

Xerox in recent weeks bought a small HP stake, giving it the right to nominate directors for elections to be held at HP’s annual meeting, the Journal reported, citing people familiar with the matter.

The nominees are: Betsy Atkins, CEO of Baja Corp. and former chairwoman and CEO of Clear Standards Inc.;

George Bickerstaff,

co-founder and managing director of M.M. Dillon & Co.;

Carolyn Byrd,

chairwoman and CEO of GlobalTech Financial LLC;

Jeannie Diefenderfer,

who served at Verizon for 28 years; Kim Fennebresque, former chairman, president and CEO of Cowen Group; Carol Flaton, former managing director at AlixPartners LLP; Matthew Hart, former president and chief operating officer of Hilton Hotels; Fred Hochberg, former chairman and president of the U.S. Export-Import Bank;

Jacob Katz,

former chairman of Grant Thornton LLP;

Nichelle Maynard-Elliott,

former executive director of mergers and acquisitions for Praxair Inc.; and

Thomas Sabatino Jr.,

former executive vice president and general counsel of Aetna.

Write to Dave Sebastian at dave.sebastian@wsj.com

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