Xerox Holdings Corporation (Nasdaq: XRX) (the “Company”),
announced that earlier today, it entered into a share purchase
agreement (the “Purchase Agreement”) to repurchase all of the
shares of the Company’s common stock beneficially owned by Carl C.
Icahn and certain of his affiliates (“Icahn Parties”) at a purchase
price of $15.84 per share, the closing price of the Company’s
common shares on September 27, 2023, the last full trading day
prior to the execution of the Purchase Agreement. The aggregate
purchase price for the repurchase is approximately $542 million,
which we expect to fund with a new debt facility.
The transaction is expected to close no later than September 29,
2023. Subsequent to the closing of the transaction, the Icahn
Parties will no longer hold any Xerox common shares. Concurrent
with the closing of the repurchase, Jesse Lynn and Steven Miller,
who are employed by the Icahn Parties, and James Nelson, an
independent director, will resign from the Company’s board of
directors.
Scott Letier, who has served on the board since 2018, has been
appointed chairman of the Xerox Board of Directors effective upon
the closing of the repurchase transaction.
“Our decision to repurchase shares is reflective of the
confidence we have in our business, our strategy and our ability to
improve Xerox profitability and cash performance,” said Steve
Bandrowczak, Chief Executive Officer of Xerox. “For nearly a
decade, Carl and his affiliates have served as important
shareholders to Xerox, providing invaluable counsel, guidance and
activism to support our evolution as a workplace technology leader.
On behalf of Xerox and the board of directors, I would like to
thank Carl and our departing directors for their dedication to
Xerox and for contributing to our past, present and future
success.”
Carl Icahn said: "As a longtime shareholder of Xerox, I've
watched this iconic brand endure the hardest of times and come out
stronger, all while returning substantial amounts of capital back
to shareholders. I helped Xerox maintain its independence while
pursuing consolidation within the print industry. I will continue
to be a champion of the company and hope my activism will long be
remembered as Xerox continues its positive momentum.”
The transaction was negotiated and unanimously recommended to
Xerox’s Board of Directors by a Special Committee of the board,
comprised solely of independent and disinterested directors. The
Special Committee was advised by independent financial and legal
advisors. The entire Board, with the exception of members employed
by Icahn Parties, who recused themselves from the vote, voted in
favor of the transaction.
The repurchase announced today was not made as part of any
existing share repurchase program.
Moelis & Company LLC acted as financial advisor to the
Special Committee. Willkie Farr & Gallagher LLP acted as legal
counsel to the Special Committee, and White & Case LLP acted as
legal counsel to Xerox, in connection with the transaction.
About Xerox Holdings Corporation (NASDAQ: XRX)
For more than 100 years, Xerox has continually redefined the
workplace experience. Harnessing our leadership position in office
and production print technology, we’ve expanded into software and
services to sustainably power the hybrid workplace of today and
tomorrow. Today, Xerox is continuing its legacy of innovation to
deliver client-centric and digitally-driven technology solutions
and meet the needs of today’s global, distributed workforce. From
the office to industrial environments, our differentiated business
and technology offerings and financial services are essential
workplace technology solutions that drive success for our clients.
At Xerox, we make work, work. Learn more at www.xerox.com and
explore our commitment to diversity and inclusion.
Forward-Looking Statements
This release and other written or oral statements made from time
to time by management contain “forward looking statements” as
defined in the Private Securities Litigation Reform Act of 1995.
The words “anticipate”, “believe”, “estimate”, “expect”, “intend”,
“will”, “should”, “targeting”, “projecting”, “driving” and similar
expressions, as they relate to us, our performance and/or our
technology, are intended to identify forward-looking statements.
These statements reflect management’s current beliefs, assumptions
and expectations and are subject to a number of factors that may
cause actual results to differ materially. Such factors include but
are not limited to: the ability of Xerox to consummate the debt
financing and obtain the proceeds required to effect the repurchase
of shares from the Icahn Parties, global macroeconomic conditions,
including inflation, slower growth or recession, delays or
disruptions in the global supply chain, higher interest rates, and
wars and other conflicts, including the current conflict between
Russia and Ukraine; our ability to succeed in a competitive
environment, including by developing new products and service
offerings and preserving our existing products and market share as
well as repositioning our business in the face of customer
preference, technological, and other change, such as evolving
return-to-office and hybrid working trends; failure of our
customers, vendors, and logistics partners to perform their
contractual obligations to us; our ability to attract, train, and
retain key personnel; the risk of breaches of our security systems
due to cyber, malware, or other intentional attacks that could
expose us to liability, litigation, regulatory action or damage our
reputation; our ability to obtain adequate pricing for our products
and services and to maintain and improve our cost structure;
changes in economic and political conditions, trade protection
measures, licensing requirements, and tax laws in the United States
and in the foreign countries in which we do business; the risk that
multi-year contracts with governmental entities could be terminated
prior to the end of the contract term and that civil or criminal
penalties and administrative sanctions could be imposed on us if we
fail to comply with the terms of such contracts and applicable law;
interest rates, cost of borrowing, and access to credit markets;
risks related to our indebtedness; the imposition of new or
incremental trade protection measures such as tariffs and import or
export restrictions; funding requirements associated with our
employee pension and retiree health benefit plans; changes in
foreign currency exchange rates; the risk that our operations and
products may not comply with applicable worldwide regulatory
requirements, particularly environmental regulations and directives
and anti-corruption laws; the outcome of litigation and regulatory
proceedings to which we may be a party; laws, regulations,
international agreements and other initiatives to limit greenhouse
gas emissions or relating to climate change, as well as the
physical effects of climate change; and other factors as set forth
from time to time in the Company’s Securities and Exchange
Commission filings, including the Company’s Annual Report on Form
10-K for the year ended December 31, 2022. The Company intends
these forward-looking statements to speak only as of the date of
this release and does not undertake to update or revise them as
more information becomes available, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230928092715/en/
Callie Ferrari, APR, Xerox callie.ferrari@xerox.com
+1-203-615-3363
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