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Xerox Reaffirms $24-Per-Share Offer For HP Inc., Calls For Special Shareholder Meeting

'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 ... in connection with a combination with HP,' the company says in a statement.

Xerox will ask its shareholders to approve a plan to use its stock as part of the purchase price of HP Inc. at a yet-to-be-determined meeting, the company wrote in a proxy filing Tuesday morning.

“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 rules, the issuance of Xerox shares in connection with a combination with HP,” the company said in a statement.

In the same filing, Xerox reaffirmed its $24-per-share offer for HP, comprising $18.40 in cash and 0.149 Xerox shares for each HP share. Following the worst single-day point drop in history, HP shares started trading Tuesday morning at $19.46, while Xerox began the day at $29.03.

Xerox mentioned the macro market conditions in its filing, noting that trading was halted Monday after the S&P dipped 7 percent, triggering a so-called circuit breaker that put a 15-minute stop to the exchange.

“As a result of market-wide circuit breaker procedures implemented by the NYSE on March 9, 2020, the trading of HP shares was temporarily suspended,” Xerox wrote. “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.”

This latest statement comes one day after Xerox said that it added a 12th executive to its slate of potential HP board directors.

Erroll B. Davis Jr., former CEO of Alliant Energy, has served on the board of directors of Union Pacific, General Motors, PPG Industries and BP. He is also the former chancellor of the University System of Georgia. He led Alliant as it was formed through the merger of WPL Holdings with two other public utility companies, Xerox said. Davis has years of experience with operations as well as mergers and acquisitions.

[Related: Here Are The 11 HP Board Hopefuls That Xerox Has Nominated]

The slate of directors Xerox is putting forward at HP’s summer meeting now includes Betsy Atkins, George Bickerstaff, Carolyn Byrd, Erroll B. Davis, Jr., Jeannie Diefenderfer, Kim Fennebresque, Carol Flaton, Matthew Hart, Fred Hochberg, Jacob Katz, Nichelle Maynard-Elliott and Thomas Sabatino Jr.

HP’s board of directors last week rejected Xerox's $24-per-share offer and CEO Enrique Lores said the company may pursue an alternative merger.

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