Xerox holdings corporation (nyse:xrx) offered to acquire hp inc. (nyse:hpq) from carl icahn and others for $33.3 billion.

Xerox holdings corporation (nyse:xrx) offered to acquire hp inc. (nyse:hpq) from carl icahn and others for $33.3 billion on november 5, 2019. under the terms of the offer, xerox holdings corporation will acquire the shares of hp inc. for $17 in cash and 0.137 shares of xerox holdings corporation for each share of hp inc. the offer implies 77% cash consideration, with the balance comprised of shares of xerox holdings corporation, resulting in hp inc.’s shareholders owning approximately 48% of the combined company. under the transaction, carl icahn will sell 4.24% stake in hp inc. xerox holdings corporation will fund the cash component of offer with a combination of cash on hand and new financing. citi has provided xerox holdings corporation with a letter evidencing their certainty in arranging financing for the transaction. as of november 21, 2019, xerox threatened to go hostile in the transaction, if the personal computer maker did not agree to a “friendly” discussion before november 25, 2019. completion of the transaction would be subject to the approval of the board of directors of each of xerox holdings corporation and hp inc., as well as their respective shareholders. the transaction has been approved by the board of directors of xerox holdings corporation. the transaction is not subject to any financing condition. carl icahn is backing the transaction. as of november 17, 2019, the board of directors of hp inc. unanimously rejected the offer as the offer significantly undervalues hp inc. but stated that it is open to exploring whether there is value to be created for the shareholders of hp inc. through a potential combination with xerox holdings corporation. as of november 24, 2019, hp inc. reiterates that hp rejects xerox’s proposal as it significantly undervalues hp. as of november 26, 2019, xerox plans to engage directly with hp shareholders to solicit their support in urging the hp board to do the right thing and pursue the compelling opportunity. the offer from xerox holdings corporation will remain open until november 13, 2019. citigroup global markets inc. acted as financial advisor for xerox holdings corporation. king & spalding llp acted as legal advisor for xerox holdings corporation and the board of directors. goldman sachs & co. llc acted as financial advisor to hp inc. and wachtell, lipton, rosen & katz acted as legal advisor. willkie farr & gallagher llp acted as legal advisor for xerox holdings corporation’s independent directors.
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