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Xerox Prepared to Offer 4 Weeks of Due Diligence to Win Over HP

Ed Hammond

(Bloomberg) -- Xerox Holdings Corp. is prepared to offer HP Inc. almost a month for the companies to examine each other’s books as it seeks to win over the computer and printer maker for a takeover offer, according to people familiar with the matter.

Xerox, one of the biggest sellers of photocopiers, is willing to give HP four weeks of mutual due diligence so the companies can weigh the merits of the $22-a-share cash-and-stock deal as well as the envisioned cost savings of such a combination, said the people, who asked not to be identified because discussions are private.

Whether the time or scope of the access to one another will be sufficient to for HP to agree to enter discussions with its smaller rival is unclear. People familiar with the matter said, however, that HP had offered Xerox a non-disclosure agreement in September, typically a precondition of due diligence, which had been refused.

The people added that while both HP and Xerox have acknowledged privately there is some rationale for combining, there are potentially intractable disagreements about which should be the buyer and which the seller, which management team should run the pro forma company, and which has a healthier underlying business.

Xerox, which had a market value of about $8 billion at the close of trading on Tuesday, is pushing ahead with a plan to acquire and manage bigger rival HP, which was worth about $27.3 billion before news broke on the potential deal. The offer of $22 a share is a premium of about 20% to HP’s close Tuesday.

A representative for HP declined to comment. Caroline Gransee-Linsey, a spokeswoman for Xerox, didn’t immediately return a call and email outside of normal business hours.

HP confirmed last Wednesday that Xerox made a takeover offer a day earlier, a potential union of two iconic brands that would reshape the printing industry. The pair have had conversations about a potential combination “from time to time,” Palo Alto, California-based company HP said in that statement. “We have a record of taking action if there is a better path forward and will continue to act with deliberation, discipline and an eye toward what is in the best interest of all our shareholders.”

Citigroup Inc. has agreed to provide Xerox financing to swallow HP, a person familiar with the matter said. The company would likely need to take on at least $20 billion of debt to close the deal.

HP, one of the world’s largest printer makers, and Norwalk, Connecticut-based Xerox are struggling as waning interest in office and consumer printing blunts their most profitable businesses. HP also has contended with a stagnant PC market.

Xerox Deal for HP Would Just Be a Way to Print Money: Alex Webb

Both have responded with significant cost-cutting measures. HP’s new Chief Executive Officer Enrique Lores announced another restructuring that could remove as much as 16% of the workforce by the end of fiscal 2022, amid falling sales in printer ink. Xerox said it plans to cut $640 million in expenses this year. The copy-machine company expects a combined Xerox-HP entity could save at least $2 billion in expenses, according to the Wall Street Journal.

Since splitting from server maker Hewlett Packard Enterprise Co. in 2015, HP has avoided big mergers and acquisitions. HP did, however, spend $1.05 billion for Samsung Electronics Co.’s printer unit to bolster its presence in the $55 billion photocopier market, where Xerox has excelled.

--With assistance from Caleb Melby.

To contact the reporter on this story: Ed Hammond in New York at ehammond12@bloomberg.net

To contact the editors responsible for this story: Aaron Kirchfeld at akirchfeld@bloomberg.net, Kevin Miller, Josh Friedman

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