Xerox Files Preliminary Proxy Statement for Special Meeting to Approve Share Issuance in HP Transaction

MAR 10, 2020 — NORWALK, Conn. —  Xerox Holdings Corporation today announced that it is filing a preliminary proxy statement with the United States Securities and Exchange Commission (“SEC”) to seek approvals from its shareholders related to the issuance of Xerox shares in connection with its offer to acquire HP Inc.

Xerox expects to call a special meeting at which Xerox shareholders will consider proposals to amend the Xerox charter to increase the number of authorized shares of Xerox common stock and to approve, for purposes of New York Stock Exchange (“NYSE”) rules, the issuance of Xerox shares in connection with a combination with HP. Xerox will announce both the record and meeting dates for the special meeting prior to sending the definitive proxy statement.

Xerox today also reaffirmed its tender offer to acquire all outstanding shares of HP for $24.00 per share, comprising $18.40 in cash and 0.149 Xerox shares for each HP share.[1] As a result of market-wide circuit breakers procedures implemented by the NYSE on March 9, 2020, the trading of HP shares was temporarily suspended.  For the avoidance of doubt, Xerox does not consider this temporary trading halt to constitute a failure of any condition to its offer to acquire HP.

Citi is acting as Xerox’s financial advisor, and King & Spalding LLP is providing legal counsel to Xerox. Willkie Farr & Gallagher LLP is providing legal counsel to Xerox’s independent directors, and Moelis & Company is acting as financial advisor to Xerox’s independent directors.

For additional details on the offer, the benefits of the transaction to both companies’ stockholders, and the Xerox management team, please visit www.XplusHP.com.

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