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Xerox Nominates 11 To HP Board In Takeover Salvo

'We believe HP shareholders will be better served by a new slate of independent directors who understand the challenges of operating a global enterprise and appreciate the value that can be created by realizing the synergies of a combination with Xerox,' says Xerox CEO John Visentin.

Xerox is nominating its own slate of candidates to the HP Inc. board as part of its monthslong bid to take over the company, Xerox CEO John Visentin said Thursday.

“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,” Visentin said in a statement. “We believe HP shareholders will be better served by a new slate of independent directors who understand the challenges of operating a global enterprise and appreciate the value that can be created by realizing the synergies of a combination with Xerox.”

HP immediately fired back, calling the slate a “self-serving tactic” that will prove a detriment to investors.

[RELATED: HP And Xerox’s Public Takeover Dance: Fighting Words And Love Letters]

“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,” the company said.

Among the Xerox nominees are former senior executives from dozens of the world’s leading companies, “including Aetna, United Airlines, Hilton Hotels, Novartis, Verizon,” Xerox said.

They also include Betsy Atkins, former CEO of Clear Standards, a software company acquired by SAP in 2009; George Bickerstaff, currently co-founder and managing director of M.M. Dillon & Co; Carolyn Byrd, chair and CEO of GlobalTech Financial; Jeannie Diefenderfer, who currently serves on the board of Windstream Holdings and is vice chair of the Board of Trustees of Tufts University; and Fred Hochberg, who was chairman and president of the Export-Import Bank of the U.S. during the Obama administration, Xerox said.

Xerox said the candidates were chosen due to their years of expertise in leadership as well as overseeing and executing significant company transformations and combinations, with “demonstrated track records of creating value for shareholders.”

This is the latest salvo by Xerox, which has ratcheted up pressure on HP since first announcing its offer to buy the company for what amounted to a $22-per-share offer for the much larger HP. The combined cash and stock deal would give HP $17 per share, plus .137 in Xerox stock for each share of HP.

Talks between the two companies broke down after HP rejected that deal, and Xerox threatened a proxy war. As the two sides traded public letters, HP said it doubted Xerox’s ability to finance its offer. Xerox responded on Jan. 6 that it won financial backing from three banks—Citigroup Inc., Mizuho Financial Group and Bank Of America— to finance $24 billion of the $32 billion proposed deal.

In that financing announcement, Visentin said Xerox has held “constructive talks” with some of HP's largest shareholders.

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