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HP Board of Directors Unanimously Rejects Unsolicited Xerox Proposal

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PALO ALTO, Calif., Nov. 17, 2019 (GLOBE NEWSWIRE) — HP Inc. (NYSE: HPQ) today announced that its Board of Directors has unanimously rejected the unsolicited proposal from Xerox Holdings Corporation to acquire the Company.

Following is the full text of the letter that was sent on November 17, 2019 to John Visentin, Xerox Vice Chairman and CEO:

Dear John,

Our Board of Directors has reviewed and considered your unsolicited proposal dated November 5, 2019 at a meeting with our financial and legal advisors and has unanimously concluded that it significantly undervalues HP and is not in the best interests of HP shareholders. In reaching this determination, the Board also considered the highly conditional and uncertain nature of the proposal, including the potential impact of outsized debt levels on the combined company’s stock.

We have great confidence in our strategy and our ability to execute to continue driving sustainable long-term value at HP. In addition, the Board and management team continue to take actions to enhance shareholder value including the deployment of our strong balance sheet for increased repurchases of our significantly undervalued stock and for value-creating M&A.

We recognize the potential benefits of consolidation, and we are open to exploring whether there is value to be created for HP shareholders through a potential combination with Xerox. However, as we have previously shared in connection with our prior requests for diligence, we have fundamental questions that need to be addressed in our diligence of Xerox. We note the decline of Xerox’s revenue from $10.2 billion to $9.2 billion (on a trailing 12-month basis) since June 2018, which raises significant questions for us regarding the trajectory of your business and future prospects. In addition, we believe it is critical to engage in a rigorous analysis of the achievable synergies from a potential combination. With substantive engagement from Xerox management and access to diligence information on Xerox, we believe that we can quickly evaluate the merits of a potential transaction.

We remain ready to engage with you to better understand your business and any value to be created from a combination.

On behalf of the Board of Directors,

[Signature]   [Signature]
Enrique Lores   Chip Bergh

Photos accompanying this release are available at

https://www.globenewswire.com/NewsRoom/AttachmentNg/5a1246b5-9109-4f36-8ac9-33c60efefae8

https://www.globenewswire.com/NewsRoom/AttachmentNg/3237f150-926d-441c-9128-58a8d3b8cbb9

Following is the full text of the letter that was received from Xerox on November 5, 2019:

November 5, 2019

Board of Directors
HP Inc.
1501 Page Mill Road,
Palo Alto, California 94304
Attention: Chip Bergh, Chairman

Ladies and Gentlemen:

I want to thank you for facilitating our recent discussions regarding a potential business combination between our two companies. The substantial synergies generated from a transaction are only the beginning of the unique value creation opportunity you and we identified together – enhanced capital allocation, revenue growth, diversification, balance sheet strength and best in class human capital all result from combining our two industry leading companies. Consequently, our Board of Directors fully supports the transaction outlined below. The nature of the opportunity and the moment, combined with the overwhelming support we believe your and our shareholders, employees and other stakeholders will extend to our coming together as one company, furthers our resolve to pursue a potential transaction with you.

Accordingly, we are providing you with the following definitive written proposal to effect the combination of Xerox Holdings Corporation (“Xerox”) and HP Inc. (“HP”):

The Proposal

1. Offer. We are prepared to offer HP shareholders $22.00 per share comprised of $17.00 in cash and 0.137 Xerox shares for each HP share1, for a total transaction value of approximately $33.5 billion, assuming 1,515 million fully diluted shares outstanding and the balance sheet as of July 31, 2019. Our offer implies 77% cash consideration, with the balance comprised of Xerox shares, resulting in HP shareholders owning approximately 48% of the combined company – allowing your shareholders to both realize immediate cash value and enjoy equal participation in the substantial upside of synergies resulting from our combination.

Our compelling offer represents:

  • a 20% premium to the closing share price of $18.40 as of November 5, 2019
  • incremental value of at least $14 billion to our respective shareholders based on a 7x multiple of EBITDA
  • a 29% premium to the 30-day volume weighted average trading price of $17.00, excluding the significant value of the shared synergies
  • an implied transaction multiple of 6.9x HP’s LTM Adjusted EBITDA of $4.8 billion 

2. Strategic Rationale and Potential Synergies. A combination between us is supported by strong industrial logic given our respective strengths in the A3 and A4 markets, complementary footprint, deep cultural fit and shared DNA of innovation. Our combined scale, product portfolio and global reach would allow us to compete effectively in the Production, Large Enterprise and SMB segments, while offering a truly differentiated Managed Services capability. It is difficult to conceive of a strategic alternative for either company that delivers superior value.

Our preliminary analysis shows a clear path to cost synergies of at least $2.0 billion within 24 months:

  • $0.5 billion in cost savings by leveraging our scale, combined supply chain and distribution footprint, and
     
  • $1.5 billion in cost savings from combining our world class R&D groups and streamlining corporate functions

Our Board of Directors strongly believes the industry is overdue for consolidation and that those who move first will have a distinct advantage in a secularly declining macro environment. By combining R&D capabilities and financial resources, together we can accelerate the transformation of our businesses and take a leadership role in key growth markets such as: 3D Printing, Digital Packaging and Labels, Graphics, Textile Printing, Workflow Software and IoT Enabled Services.

3. Financing. We will fund the cash component of our offer with a combination of cash on hand and new financing to support the transaction and the new combined company. We have been engaged in ongoing discussions with Citi on the transaction financing and they have provided to us a highly confident letter evidencing their certainty in arranging financing for the transaction. Given the current status of the capital markets, we and they expect that we will be able to finance the transaction fully with investment grade rated notes. We will obtain a fully committed financing package before signing any final agreement, and closing of the transaction will not be subject to a financing contingency.

4. Fuji Xerox Relationship. Many of your diligence questions to our management team concerned our relationship with FUJIFILM Holdings Corporation (“Fujifilm”) and our ownership stake in Fuji Xerox Co. Ltd. (“Fuji Xerox”). The transactions with Fujifilm and Fuji Xerox that we announced this morning, through which we will divest our ownership stake in Fuji Xerox at an attractive valuation (over 20x annual cash flow), permanently resolve pending litigation without any monetary payment and achieve a more flexible strategic sourcing relationship, will greatly facilitate the speed and ease with which you and we could effect a timely transaction and successful integration of our operations. Fujifilm has already obtained the necessary regulatory approvals in Japan, and as a result we expect to close the transactions with Fujifilm and Fuji Xerox on Friday, November 8, 2019.

5. Due Diligence Timetable. We are prepared to devote all necessary resources to finalize our due diligence on an accelerated basis. Given our discussions to date and our familiarity with each other’s operations and business plans, we believe that you and we could complete our work and concurrently negotiate final documentation in 3 – 4 weeks. We have already engaged Citi as financial advisor and King & Spalding as legal advisor to assist us with completing the transaction.

6. Required Approvals and Closing Conditions. This proposal and potential business combination have been extensively reviewed and approved by Xerox’s Board of Directors – we have their full support. Completion of the proposed transaction would be subject to the approval of the Board of Directors of each of Xerox and HP, as well as our respective shareholders. As you know, we have been working diligently with our regulatory advisors and have a strong understanding of the regulatory framework for a transaction of this nature and do not anticipate any meaningful regulatory hurdles to its completion. 

7. Governance. We anticipate that the parties will agree to a governance framework, including board representation, that is customary for a combination of this type.

8. Confidentiality/Definitive Agreement. This letter is submitted to you on a strictly confidential basis and is intended for the Board of Directors of HP only. The terms outlined here are subject to the completion of due diligence and the negotiation and execution of mutually acceptable definitive transaction documents.

Our Board of Directors and management are excited about the opportunity to create significant value for both of our shareholders, employees and other stakeholders through this unique combination of our two companies. Please do not hesitate to contact me with any questions. I look forward to hearing from you.

Our offer remains open until Wednesday, November 13, 2019.

Sincerely,

[Signature]

John Visentin
Vice Chairman and CEO
Xerox Holdings Corporation

Cc: Board of Directors
Xerox Holdings Corporation

1 Based on Xerox share price of $36.37 as of November 5, 2019.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/ea6a641c-36ab-4fa7-822d-719d5274f1f2

Advisors

Goldman Sachs & Co. LLC is serving as financial advisor to HP, and Wachtell, Lipton, Rosen & Katz is legal advisor.

Forward-Looking Statements

This news release contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of HP and its consolidated subsidiaries 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 any statements of expectation or belief, including with respect to the timing and expected benefits of acquisitions and other business combination and strategic transactions; any statements relating to the plans, strategies and objectives of management for future operations, including, but not limited to, our sustainability goals, our go-to-market strategy, share repurchases, the execution of restructuring plans and any resulting cost savings, net revenue or profitability improvements; 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 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 and business model changes; 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; 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, 2018, and HP’s other filings with the Securities and Exchange Commission.

HP assumes no obligation and does not intend to update these forward-looking statements. HP’s Investor Relations website at http://investor.hp.com contains a significant amount of information about HP, including financial and other information for investors. HP encourages investors to visit its website from time to time, as information is updated, and new information is posted.

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.

Editorial contacts

HP Inc. Media Relations
MediaRelations@hp.com

HP Inc. Investor Relations
InvestorRelations@hp.com

 

GlobeNewswire is one of the world's largest newswire distribution networks, specializing in the delivery of corporate press releases financial disclosures and multimedia content to the media, investment community, individual investors and the general public.

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vSync Circuits Adds Verific’s Static Elaborator to Product Mix

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ALAMEDA, Calif., Dec. 03, 2019 (GLOBE NEWSWIRE) — Verific Design Automation today announced long-time customer vSync Circuits added Verific’s static elaboration to its product mix and introduced vLinter, early rule-based design analysis and verification software.

“Our relationship with Verific is one of great mutual admiration,” remarks Dr. Reuven Dobkin, chief executive officer and chief technology officer of vSync. “We respect Verific and value it as a trusted vendor with incomparable support and service.”

vLinter, static analysis-based verification used in early design stages, hunts design bugs due to bad coding practices, including unsynthesizable code, unintentional latches, undriven signals, race conditions, out-of-range indexing, incomplete case statements and simulation and synthesis mismatches. It supports both ASIC and FPGA design flows and allows easy and fast setup by directly loading project files from leading synthesis software.

“VSync takes a clever approach to functional verification using structural and formal verification, RTL and gate-level verification, automatic timing constraints generation and automatic bug fixing,” remarks Michiel Ligthart, Verific’s president and chief operating officer. “The result is a powerful methodology that works in either FPGA or ASIC verification and integration flows with Verific’s parser platforms serving as the front end.”

Verific’s SystemVerilog, VHDL and universal power format (UPF) Parser Platforms are in production and development flows at semiconductor companies worldwide, from emerging companies to established Fortune 500 vendors. Applications range from analysis, simulation, formal verification and synthesis to emulation and virtual prototyping, in-circuit debug and design for test. Verific distributes its Parser Platforms as C++ source code and compiles on all 32- and 64-bit Unix, Linux, Mac OS and Windows operating systems.

About vSync Circuits
vSync Circuits is an EDA and IP solutions company providing integration and verification solutions for ASIC and FPGA design and verification groups. It introduces a novel and unique technology for reliable multiple clock-domain design integration and verification comprised of a tool-based approach that bridges the design and verification worlds. vSync Circuits methodology is generic and is compatible with all different design flows.

About Verific Design Automation
Verific Design Automation is celebrating 20 years as the leading provider of SystemVerilog, Verilog, VHDL and UPF Parser Platforms that enable project groups to develop advanced electronic design automation (EDA) products quickly and cost effective worldwide. Verific, with offices in Alameda, Calif., and Kolkata, India, has shipped more than 60,000 copies of its software used worldwide by the EDA and semiconductor industry. Corporate headquarters is located at: 1516 Oak Street, Suite 115, Alameda, Calif. 94501. Telephone: (510) 522-1555.

Engage with Verific at:
Email: info@verific.com
Website: www.verific.com
LinkedIn: https://www.linkedin.com/company/verific-design-automation-inc/
Facebook: https://www.facebook.com/Verific-Design-Automation-100448363329771/

Verific Design Automation acknowledges trademarks or registered trademarks of other organizations for their respective products and services.

For more information, contact:
Nanette Collins
Public Relations for Verific
(617) 437-1822
nanette@nvc.com

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Rackspace Expands Professional and Managed Services to Accelerate Customer Cloud Adoption with Amazon Web Services

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SAN ANTONIO and LAS VEGAS, Dec. 03, 2019 (GLOBE NEWSWIRE) — Announced today from AWS re:Invent 2019, Rackspace accelerates its growth as a full stack service provider by expanding its portfolio of Rackspace Service Blocks™. This news expands Rackspace’s leadership in providing professional and managed services for Amazon Web Services (AWS).

With the expansion of the Service Blocks portfolio, Rackspace further empowers customers to keep pace with innovation and capitalize on new services and features like Artificial Intelligence (AI), Machine Learning (ML), Internet of Things (IoT), and Serverless Computing.

“Our customers need deep AWS expertise that helps them develop, deploy, and integrate the latest applications, improve and secure their infrastructure, and ultimately make the most of what AWS has to offer so that they can move their businesses forward,” said Matt Stoyka, Chief Relationship Officer, Rackspace. “Our enhancement of Rackspace Service Blocks bridges the skills gap faced by customers who are quickly maturing on AWS.”

“For 15 years, we’ve trusted Rackspace to hear and understand our challenges, diagnose our problems, and quickly develop solutions that fit our evolving needs as a company,” said Bill Dalton, Vice President of Firefly Digital. “Today, bringing their expertise to manage our entire container services journey, Rackspace ensures we’re getting the most from AWS so we can focus on innovating and staying competitive.” 

Enhanced Portfolio for AWS Services: Rackspace Introduces Three New Rackspace Service Block Patterns

Rackspace Service Blocks is the modular cloud services portfolio comprised of discrete, customizable services provided on a flexible consumption model, which allows customers to only pay for the cloud services they need, optimizing IT economics. 

Today’s newly introduced Rackspace Service Block patterns are designed to streamline the adoption of AWS by consolidating broad expertise across infrastructure, applications, data, strategy and integration. This expertise is distilled into solution roadmaps designed to help customers deploy three key types of solutions:

  • Container Services Journey – A combination of Professional Services, Managed Cloud and Advanced Kubernetes Management Service Blocks, this offering helps customers outline their container strategy, build containerized applications and transition them into ongoing management.
  • Hybrid Transformation with VMware Cloud on AWS – A grouping of managed and professional services designed to provide customers with the tools and expertise needed to make a smooth transition to hybrid cloud with VMware Cloud on AWS.
  • Data Modernization – This configuration helps customers streamline analytics processes, uncover deficiencies within processes and derive meaning from data to enable better data-driven business decisions and serve their customers with accurate and timely data.

Learn more about Rackspace Service Blocks at rackspace.com/lp/new-aws-service-blocks. 

Visit Rackspace at Booth #1637 in the Venetian at AWS re:Invent 2019.

About Rackspace
At Rackspace, we accelerate the value of the cloud during every phase of digital transformation. Across applications, data, security, hybrid and multiple clouds worldwide, we provide cloud specialists with unbiased expertise, continuous modernization and Rackspace Service Blocks. We work with leading partners and alliances. As a recognized Gartner Magic Quadrant leader, we deliver Fanatical Experience™ across every interaction. Rackspace has been honored by Fortune, Forbes, Glassdoor and others as one of the best places to work.

Media Contact
Mikala Ferguson
mikala.ferguson@rackspace.com
210-550-6452

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New Research Finds Latest Accounting Regulations Are Significantly Driving Up Audit Costs

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LOS ANGELES, Dec. 03, 2019 (GLOBE NEWSWIRE) — FloQast, a provider of close management software created by accountants for accountants to close the books faster and more accurately, today announced the results of a just released survey entitled “The Ugliness of the Audit.” The study, based on feedback from more than 200 financial audit stakeholders, clearly demonstrates that audits are becoming significantly more costly and burdensome for companies of all sizes and the situation is not expected to improve in the next two years. It is important to note that these cost increases are driven primarily by changing accounting rules and regulations such as ASC 606.

“The audit is an essential part of the accounting process, but it is abundantly clear that the process has become overly taxing and expensive for companies of all sizes,” said Diane Hagglund, senior research analyst at Dimensional Research. “As audits become increasingly painful and burdensome, it is driving demand for innovative software solutions that help mitigate this pain by delivering a level of sanity into the process.”

Key findings in the report include:

  • Audit costs are rapidly growing – Audits are becoming increasingly expensive for organizations of all sizes, with over half of finance teams (53%) reporting substantial increases in audit costs in the past two years, driven primarily (64%) by new accounting regulations. The vast majority (81%) of companies that have adopted ASC 606 in their audit procedures report that it has negatively impacted their audit, increasing the cost and time to complete it and adding additional stress and frustration to the process. Ninety percent (90%) expect audit costs to further increase in the next two years and more than half (55%) of large companies (over 1,000 employees) have annual audit fees of more than $250,000.
  • Audits are lengthy and disruptive for finance teams The audit process places a big strain on finance and accounting departments with ninety-five percent (95%) stating they face challenges with their audits, including conflicts with other work (82%), the complexity of accounting rules (58%), and dealing with the stressful time that has a personal impact on their staff (50%). Most telling, 66% say that CFOs and controllers live with persistent fear that they may have missed something in their financials that will come under the scrutiny of the auditors.
  • Financial software improves the audit process – Close management software is providing improvements to the audit process for 91% of the finance teams that use it, and they are less likely to expect significant increases in the cost of their audit in the future. Eighty-nine percent (89%) of those surveyed indicated they would benefit from additional software capabilities, commonly found in close management, during their audit.

“This survey validates what we hear from our customers every day – the audit has become a black hole that sucks the money, time and morale from accounting teams every year,” said Mike Whitmire, CPA*, co-founder and CEO of FloQast. “FloQast’s goal is to provide controllers and CFOs with the financial software and tools that drive more efficient audits meaning less billable hours by auditors and a quicker return to focusing on what really matters, and that’s running the business.”

A complimentary copy of the report is available at www.floqast.com/auditsurvey.

Join Dimensional Research and FloQast for a live webinar on “The Ugliness of the Audit – and How to Avoid It” on December 11 at 11:00 am PT/2:00 pm ET during which they will walk through the survey results and share best practices for how to improve audit readiness. Register at www.floqast.com/auditsurveywebinar.

To learn about FloQast close management software and how it will help your accounting team to streamline your annual audit, visit www.floqast.com/audit.

Survey Methodology
The survey was conducted by Dimensional Research, on behalf of FloQast, in November 2019. A total of 203 accounting and finance professionals participated in the survey, all of whom were directly responsible for activities and outcomes of year-end financial audits. The purpose of the survey was to gauge finance and accounting professionals’ opinions of and experiences with the annual audit process, particularly in the light of the adoption of new accounting regulations such as ASC 606 and 842.

About Dimensional Research
Dimensional Research® provides practical market research to help technology companies make their customers more successful. Our researchers are experts in the way technology organizations operate to meet the needs of their business stakeholders. We partner with our clients to deliver actionable information that reduces risks, increases customer satisfaction, and improves business results. For more information, visit dimensionalresearch.com.

About FloQast
FloQast is close management software, created by accountants for accountants to close faster and more accurately. On average, accounting teams who rely on FloQast close three days faster. Seamlessly integrated with ERPs and leveraging existing checklists and Excel, FloQast provides a single place to manage the month-end close and gives everyone visibility. The cloud-based software is trusted by more than 750 accounting departments, including those at Lyft, Twilio, Zoom and The Golden State Warriors. To learn more, visit www.floqast.com and join the conversation on Twitter at @floqast.

*inactive

Rebecca Mettler
BOCA Communications for FloQast
floqast@bocacommunications.com
914-215-0113

 

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