Hp Inc SC 14D9, filed Mar 25, 2020
Hp Inc (HPQ)
SC 14D9
2020-03-25
View Original
Added on
October 19, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
HP INC.
(Name of Subject Company)
(Name of Subject Company)
HP INC.
(Name of Persons Filing Statement)
(Name of Persons Filing Statement)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
(Title of Class of Securities)
40434L105
(CUSIP Number of Class of Securities)
(CUSIP Number of Class of Securities)
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Kim Rivera, Esq.
President, Strategy and Business Management, Chief Legal Officer and Secretary HP Inc. |
Ruairidh Ross
Global Head of Strategic Legal Matters & Assistant Corporate Secretary HP Inc. |
1501 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 857-1501
(Name, address, and telephone number of persons authorized to receive notices and
communications on behalf of the person filing statement)
Palo Alto, California 94304
Telephone: (650) 857-1501
(Name, address, and telephone number of persons authorized to receive notices and
communications on behalf of the person filing statement)
Copies to:
Steven A. Cohen, Esq.
Jenna E. Levine, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
Steven A. Cohen, Esq.
Jenna E. Levine, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 2 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Statement”)
originally filed by HP Inc., a Delaware corporation (“HP”), with the Securities and Exchange Commission on March 5, 2020, relating to the unsolicited offer by XHC Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Xerox
Holdings Corporation (“Xerox”), a New York corporation, to exchange any and all of the issued and outstanding shares of HP’s Common Stock, par value $0.01 per share (“HP Common Stock”), for, at the election of the holder, $18.40 in cash and 0.149
shares of Xerox Common Stock, par value $1.00 per share (“Xerox Common Stock”) (together with the $18.40 in cash, the “Standard Offer Consideration”), an amount in cash equal to the equivalent market value of the Standard Offer Consideration (based
on the average of the closing prices of Xerox Common Stock as quoted on the New York Stock Exchange (the “NYSE”) on each of the five NYSE trading days ending on the 10th business day preceding 5:00 p.m., New York City time, on April 21, 2020 (such
time, as it may be extended, the “Expiration Date”)), or a number of shares of Xerox Common Stock having a value equal to the equivalent market value of the Standard Offer Consideration (based on the average of the closing prices of Xerox Common
Stock as quoted on the NYSE on each of the five NYSE trading days ending on the 10th business day preceding the Expiration Date), subject to proration, as disclosed in the Prospectus/Offer to Exchange dated March 2, 2020 and the related Letter of
Transmittal. Except as specifically noted herein, the information set forth in the Statement remains unchanged.
Item 9. Exhibits
Item 9 of the Statement is hereby amended and supplemented by adding the following exhibits:
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Incorporated by Reference
to Filings Indicated |
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Exhibit Number
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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Filed Herewith
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Press release issued by HP Inc., dated March 25, 2020
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X
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Email to employees, dated March 25, 2020
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X
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 25, 2020
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HP INC.
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By:
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/s/ Ruairidh Ross
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Name:
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Ruairidh Ross
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Title:
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Assistant Corporate Secretary
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Exhibit (a)(7)
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HP Inc.
1501 Page Mill Road
Palo Alto, CA 94304
hp.com
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News Release
HP Issues Letter to Shareholders
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Editorial contacts
HP Inc. Media Relations
MediaRelations@hp.com
HP Inc. Investor Relations
InvestorRelations@hp.com
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PALO ALTO, Calif., March 25, 2020 – HP Inc. (NYSE: HPQ) today issued the following letter to
shareholders:
Dear HP Shareholder,
As a community, we are all focused on managing the unprecedented COVID-19 pandemic with urgency and a deep sense of care. We are committed to
doing everything we can to support those in need and respond to the challenges at hand. This pandemic is still unfolding, and it will impact people, the economy and business activities for months, if not longer.
Our primary responsibility in this difficult period is to focus on HP’s business and address the needs of our ecosystem of stakeholders around the world, including our shareholders, our millions of customers, our 250,000 partners, and our team of approximately 55,000 employees. We are actively managing many challenges, including assuring the health and safety of our people, addressing supply chain disruptions, monitoring and addressing our customers’ liquidity needs and, more broadly, ensuring HP is well-positioned to support people working remotely. At the same time, we are committed to protecting your investment in HP. Since Xerox launched its unsolicited exchange offer and nominated
directors, the global social, economic and financial environments have changed radically. Despite this, Xerox continues to advance its tender offer and its proposed slate of directors in an effort to force a combination.
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It is important for shareholders to understand that, under these circumstances and consistent with our fiduciary duties, we believe that we
should not divert valuable time, attention and resources to a dialogue with Xerox about its proposed transaction. Any complex, large-scale, highly leveraged transaction in the current economic environment could be disastrous for HP, its
shareholders and our entire ecosystem. While we remain open-minded about M&A as a tool to add value for HP shareholders at the right time and on the right terms – it’s abundantly clear that now is not that time.
Our focus must now be on ensuring that we remain strong and resilient throughout this crisis while continuing to position the business for the
opportunities ahead. This includes continuing to advance our leadership in our core businesses and disrupting new industries with breakthrough innovation, while significantly reducing our costs to become a more agile company.
HP is a strong company with market-leading positions across Personal Systems, Print, and 3D Printing & Digital Manufacturing. We have a
healthy cash position and balance sheet that helps us to navigate unanticipated challenges such as the crisis now before us, while preserving strategic optionality to allow us to build on our strengths for the future.
We have consistently expressed deep concerns about the irresponsible capital structure that is reflected in Xerox’s proposal. Their proposed
structure would saddle HP with a level of debt that it could not support, potentially leaving the company without the cash needed to effectively run the business. We believe this would put the company at risk of being in financial distress
immediately upon consummation of Xerox’s proposed transaction. On top of this, the highly leveraged capital structure Xerox wants to implement could threaten the stability of the entire HP ecosystem and the livelihoods of our employees, customers and partners.
With regard to the cash portion of Xerox’s proposal, it is also important that HP shareholders understand that there would be six to 12 months
of significant uncertainty before knowing whether the conditions are satisfied, and the transaction could be funded and closed. Even if Xerox is able to maintain its bridge commitments and raise additional equity financing, which is far from
certain in the current climate, there are many conditions to its proposal that create uncertainty. These include regulatory approval across many countries, funding of the bridge commitments, new funding for the ongoing business, and Xerox’s
securing approval of the transaction by its own shareholders.
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We remain firmly committed to creating value for our shareholders and the principles that we have articulated that drive value. This includes
our focus on execution of our recently announced plans, achieving the cost savings we have announced, and returning capital to our investors while dealing with the unprecedented new circumstances in which we must now operate.
We continue to be guided by our mission and values, as well the discipline of our management team and board who have the experience, skills,
long-term perspective and temperament to provide stability and help HP navigate through the challenges and opportunities ahead.
We believe the Xerox proposal fundamentally undervalues HP, threatens the future of both companies, and creates an unacceptable level of risk
to both HP and Xerox shareholders. Our duty now is to protect our organization – and your investment. And that’s exactly what we are going to do.
On Behalf of Your Board of Directors,
  Enrique Lores Chip Bergh
President & CEO Chairman
of the Board
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Forward-Looking Statements
This document contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever
materialize or the assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements and assumptions.
All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not
limited to any statements about the exchange offer or Xerox’s director nominations; any statements of expectation or belief; any statements regarding HP’s long term plan or future strategy; any statements relating to the plans, strategies and
objectives of management for future operations; any statements concerning the expected development, performance, market share or competitive performance relating to products or services; any statements regarding current or future
macroeconomic trends or events and the impact of those trends and events on HP and its financial performance; and any statements of assumptions underlying any of the foregoing.
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Risks, uncertainties and assumptions include factors relating to the novel coronavirus (COVID-19) and its effect on U.S. and world financial
markets, general global economic conditions, and HP’s own operations and personnel; HP’s ability to execute on its strategic plan, including the recently announced initiatives, business model changes and transformation; industry, market,
economic, political, regulatory and global health conditions; execution of planned structural cost reductions and productivity initiatives; potential developments involving Xerox Holdings Corporation; HP’s ability to complete any contemplated
share repurchases, other capital return programs or other strategic transactions; the need to address the many challenges facing HP’s businesses; the competitive pressures faced by HP’s businesses; risks associated with executing HP’s
strategy, business model changes and transformation; successfully innovating, developing and executing HP’s go-to-market strategy, including online, omnichannel and contractual sales, in an evolving distribution and reseller landscape;
successfully competing and maintaining the value proposition of HP’s products, including supplies; the impact of macroeconomic and geopolitical trends and events; the need to manage third-party suppliers, manage HP’s global, multi-tier
distribution network, limit potential misuse of pricing programs by HP’s channel partners, adapt to new or changing marketplaces and effectively deliver HP’s services; challenges to HP’s ability to accurately forecast inventories, demand and
pricing, which may be due to HP’s multi-tiered channel, sales of HP’s products to unauthorized resellers or unauthorized resale of HP’s products; the protection of HP’s intellectual property assets, including intellectual property licensed
from third parties; risks associated with HP’s international operations; the development and transition of new products and services and the enhancement of existing products and services to meet customer needs and respond to emerging
technological trends; the execution and performance of contracts by HP and its suppliers, customers, clients and partners; the hiring and retention of key employees; integration and other risks associated with business combination and
investment transactions; the results of the restructuring plans, including estimates and assumptions related to the cost (including any possible disruption of HP’s business) and the anticipated benefits of the restructuring plans; disruptions
in operations from system security risks, data protection breaches, cyberattacks, extreme weather conditions, medical epidemics or pandemics such as the novel coronavirus, and other natural or manmade disasters or catastrophic events; the
impact of changes in tax laws, including uncertainties related to the interpretation and application of the Tax Cuts and Jobs Act of 2017 on HP’s tax obligations and effective tax rate; the resolution of pending investigations, claims and
disputes; and other risks that are described in HP’s Annual Report on Form 10-K for the fiscal year ended October 31, 2019, and HP’s other filings with the SEC.
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Important Information
This communication does not constitute an offer to buy or solicitation of an offer to sell any
securities. In response to the exchange offer commenced by Xerox, HP has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC. HP SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ HP’S SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 BECAUSE IT CONTAINS IMPORTANT INFORMATION. Shareholders may obtain free copies of the solicitation/recommendation statement on Schedule 14D-9, as well as any other documents filed by HP with the SEC, without
charge at the SEC’s website at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of these documents from HP by directing a request to Investor Relations, 1501 Page Mill Road, Palo Alto, CA 94304, or
by calling (650) 857-1501.
HP has filed a preliminary proxy statement with the SEC in connection with the solicitation of
proxies for the 2020 Annual Meeting of Shareholders, and a definitive proxy statement and a WHITE proxy card will be filed with the SEC and mailed to HP’s shareholders. HP SHAREHOLDERS ARE URGED TO READ ANY PROXY STATEMENT AND OTHER
RELEVANT MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain free copies of these and other SEC filings made by HP (when available) without charge from the sources indicated
above.
Certain Information Concerning Participants
HP and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies under the rules of the
SEC. Information regarding the names, affiliations and interests of HP’s directors and executive officers is set forth in the preliminary proxy statement for the 2020 Annual Meeting of Shareholders and will be set forth in the definitive
proxy statement. Shareholders may obtain free copies of these documents without charge from the sources indicated above.
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About HP Inc.
HP Inc. (NYSE: HPQ) creates technology that makes life better for everyone, everywhere. Through our product and service portfolio of personal
systems, printers and 3D printing solutions, we engineer experiences that amaze. More information about HP Inc. is available at www.hp.com.
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Exhibit (a)(8)
Enrique Lores
President & CEO
President & CEO
Our letter to shareholders
Restricted – Internal use only
To All HP Employees
To All HP Employees
Team,
As I wrote to you last week, we are taking actions across HP in response to the unprecedented COVID-19 pandemic. All of us on the leadership team are intently focused on navigating through this difficult period, and it has been inspiring to see so
many of you stepping up to support our stakeholders and each other.
Our business touches every corner of the world, and we are committed to doing everything we can to help you and our communities during these uncertain times.
I’m writing to let you know about a letter we’ve just issued to our shareholders. In it we discuss the radical changes that have occurred in the global social, economic and financial environments since Xerox launched its unsolicited offer and nominated candidates for election to our Board of Directors.
Our primary responsibility in this difficult period is to focus on HP’s business and address the needs of our ecosystem of stakeholders around the world, including our shareholders, our millions of customers, our 250,000 partners, and our team of approximately 55,000 employees. We are actively managing many challenges, including assuring health and safety of our people, addressing supply chain disruptions, monitoring and addressing customer liquidity and, more broadly, ensuring HP is well-positioned to support people working remotely.
Under these circumstances, we believe we should not divert valuable time, attention and resources to dialogue with Xerox. Any complex, large-scale, highly leveraged transaction in the current economic environment could be disastrous for HP, its shareholders and our entire ecosystem. While we remain open-minded about M&A as a tool to add value for HP shareholders at the right time and on the right terms – it’s abundantly clear that now is not that time. Our duty now is to protect our organization, which is exactly what we are doing.
Our business touches every corner of the world, and we are committed to doing everything we can to help you and our communities during these uncertain times.
I’m writing to let you know about a letter we’ve just issued to our shareholders. In it we discuss the radical changes that have occurred in the global social, economic and financial environments since Xerox launched its unsolicited offer and nominated candidates for election to our Board of Directors.
Our primary responsibility in this difficult period is to focus on HP’s business and address the needs of our ecosystem of stakeholders around the world, including our shareholders, our millions of customers, our 250,000 partners, and our team of approximately 55,000 employees. We are actively managing many challenges, including assuring health and safety of our people, addressing supply chain disruptions, monitoring and addressing customer liquidity and, more broadly, ensuring HP is well-positioned to support people working remotely.
Under these circumstances, we believe we should not divert valuable time, attention and resources to dialogue with Xerox. Any complex, large-scale, highly leveraged transaction in the current economic environment could be disastrous for HP, its shareholders and our entire ecosystem. While we remain open-minded about M&A as a tool to add value for HP shareholders at the right time and on the right terms – it’s abundantly clear that now is not that time. Our duty now is to protect our organization, which is exactly what we are doing.
I also want you all to know that, in the event Xerox continues to advocate for its proposal despite current market conditions, we are fully prepared to defend the best interests of the stakeholders we serve.
We will continue to be guided by our mission and values in the coming weeks and months. We will remain resilient, focused and united behind the actions we must take as a company. We have a deep sense of responsibility and obligation to those who are counting on us, and we will not let them down.
We will continue to be guided by our mission and values in the coming weeks and months. We will remain resilient, focused and united behind the actions we must take as a company. We have a deep sense of responsibility and obligation to those who are counting on us, and we will not let them down.
Thank you for your continued contributions to HP and please stay safe.
Enrique
Forward-Looking Statements
This document contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, actual results may differ
materially from those expressed or implied by such forward-looking statements and assumptions.
All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to any statements about the exchange offer or Xerox’s director
nominations; any statements of expectation or belief; any statements regarding HP’s long term plan or future strategy; any statements relating to the plans, strategies and objectives of management for future operations; any statements concerning the
expected development, performance, market share or competitive performance relating to products or services; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on HP and its financial
performance; and any statements of assumptions underlying any of the foregoing.
Risks, uncertainties and assumptions include factors relating to the novel coronavirus (COVID-19) and its effect on U.S. and world financial markets, general global economic conditions, and HP’s own operations and
personnel; HP’s ability to execute on its strategic plan, including the recently announced initiatives, business model changes and transformation; industry, market, economic, political, regulatory and global health conditions; execution of planned
structural cost reductions and productivity initiatives; potential developments involving Xerox Holdings Corporation; HP’s ability to complete any contemplated share repurchases, other capital return programs or other strategic transactions; the need
to address the many challenges facing HP’s businesses; the competitive pressures faced by HP’s businesses; risks associated with executing HP’s strategy, business model changes and transformation; successfully innovating, developing and executing
HP’s go-to-market strategy, including online, omnichannel and contractual sales, in an evolving distribution and reseller landscape; successfully competing and maintaining the value proposition of HP’s products, including supplies; the impact of
macroeconomic and geopolitical trends and events; the need to manage third-party suppliers, manage HP’s global, multi-tier distribution network, limit potential misuse of pricing programs by HP’s channel partners, adapt to new or changing
marketplaces and effectively deliver HP’s services; challenges to HP’s ability to accurately forecast inventories, demand and pricing, which may be due to HP’s multi-tiered channel, sales of HP’s products to unauthorized resellers or unauthorized
resale of HP’s products; the protection of HP’s intellectual property assets, including intellectual property licensed from third parties; risks associated with HP’s international operations; the development and transition of new products and
services and the enhancement of existing products and services to meet customer needs and respond to emerging technological trends; the execution and performance of contracts by HP and its suppliers, customers, clients and partners; the hiring and
retention of key employees; integration and other risks associated with business combination and investment transactions; the results of the restructuring plans, including estimates and assumptions related to the cost (including any possible
disruption of HP’s business) and the anticipated benefits of the restructuring plans; disruptions in operations from system security risks, data protection breaches, cyberattacks, extreme weather conditions, medical epidemics or pandemics such as the
novel coronavirus, and other natural or manmade disasters or catastrophic events; the impact of changes in tax laws, including uncertainties related to the interpretation and application of the Tax Cuts and Jobs Act of 2017 on HP’s tax obligations
and effective tax rate; the resolution of pending investigations, claims and disputes; and other risks that are described in HP’s Annual Report on Form 10-K for the fiscal year ended October 31, 2019, and HP’s other filings with the SEC.
Important Information
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In response to the exchange offer commenced by Xerox, HP has filed a solicitation/recommendation statement on
Schedule 14D-9 with the SEC. HP SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ HP’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 BECAUSE IT CONTAINS IMPORTANT INFORMATION. Shareholders may obtain free copies of the
solicitation/recommendation statement on Schedule 14D-9, as well as any other documents filed by HP with the SEC, without charge at the SEC’s website at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of
these documents from HP by directing a request to Investor Relations, 1501 Page Mill Road, Palo Alto, CA 94304, or by calling (650) 857-1501.
HP has filed a preliminary proxy statement with the SEC in connection with the solicitation of proxies for the 2020 Annual Meeting of Shareholders, and a definitive proxy statement and a WHITE proxy card will be filed
with the SEC and mailed to HP’s shareholders. HP SHAREHOLDERS ARE URGED TO READ ANY PROXY STATEMENT AND OTHER RELEVANT MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain free copies of
these and other SEC filings made by HP (when available) without charge from the sources indicated above.
Certain Information Concerning Participants
HP and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies under the rules of the SEC. Information regarding the names, affiliations and interests of HP’s
directors and executive officers is set forth in the preliminary proxy statement for the 2020 Annual Meeting of Shareholders and will be set forth in the definitive proxy statement. Shareholders may obtain free copies of these documents without
charge from the sources indicated above.