HP rejects Xerox again, but leaves door open for negotiation

In a letter released this morning from the HP, Inc. board of directors to Xerox, Corp, the company summarily rejected Xerox’s latest take-over offer, saying it significantly undervalues the company. At the same time, it left the door open for further negotiation.

In the letter, HP made it clear, it is not desperate for a buyer, and maintains it would be just fine without combining with Xerox. In fact, it would appear that it’s Xerox that is looking for a savior, even while attempting a hostile takeover of the company.

Indeed, HP is the much larger entity with a market cap exceeding $29 billion, while Xerox’s market cap is just under $8.5 billion. The company sent offer letters to HP on November 5th and 21st outlining its proposed takeover terms. HP rejected both offers.

In the latest letter, made public today, the board stated concerns about the size of the offer and Xerox’s ability to even afford a potential deal. “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.

In addition, HP clearly wasn’t happy with Xerox’s negotiating stance, stating, “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.

Yet for all the posturing, HP’s board didn’t shut down the idea completely, writing, “We remain prepared to study the potential value of a combination and to work quickly to learn more about your business trajectory. However, there are significant concerns about both the near-term health and long-term viability of your business that have a significant impact on Xerox’s value.”

HP cited poor financials including missing its revenue targets for four of the last five quarters with revenue falling from $10.2 billion to $9.2 billion in the trailing 12 months dating back to June 2018. Xerox projected this trend would continue into the next fiscal year.

Whether these companies will come to terms eventually remains unknown, but certainly under the proper conditions, there could be gains from combining the two printing giants into a single entity. For now, HP sees itself with the stronger hand, and it’s not folding for the first offer or two that comes along.