Xerox tells HP it will bring takeover bid directly to shareholders

Xerox fired the latest volley in the Xerox –HP merger letter wars today. Xerox CEO John Visentin wrote to the HP board that his company planned to take its $33.5 billion offer directly to HP shareholders.

He began his letter with a tone befitting a hostile takeover attempt, stating that their refusal to negotiate defied logic. “We have put forth a compelling proposal – one that would allow HP shareholders to both realize immediate cash value and enjoy equal participation in the substantial upside expected to result from a combination. Our offer is neither ‘highly conditional’ nor ‘uncertain’ as you claim,” Visentin wrote in his letter.

He added, “We plan to engage directly with HP shareholders to solicit their support in urging the HP Board to do the right thing and pursue this compelling opportunity.”

The letter was in response to one yesterday from HP in which it turned down Xerox’s latest overture, stating that the deal seemed beyond Xerox’s ability to afford it. It called into question Xerox’s current financial situation, citing Xerox’s own financial reports, and took exception to the way in which Xerox was courting the company.

“It is clear in your aggressive words and actions that Xerox is intent on forcing a potential combination on opportunistic terms and without providing adequate information,” the company wrote.

Visentin fired back in his letter, “While you may not appreciate our “aggressive” tactics, we will not apologize for them. The most efficient way to prove out the scope of this opportunity with certainty is through mutual due diligence, which you continue to refuse, and we are obligated to require.”

He further pulled no punches writing that he believes the deal is good for both companies and good for the shareholders. “The potential benefits of a combination between HP and Xerox are self-evident. Together, we could create an industry leader – with enhanced scale and best-in-class offerings across a complete product portfolio — that will be positioned to invest more in innovation and generate greater returns for shareholders.”

Patrick Moorhead, founder and principal analyst at Moor Insights & Strategies, thinks HP ultimately has the upper hand in this situation. “I feel like we have seen this movie before when Carl Icahn meddled with Dell in a similar way. Xerox is a third of the size HP Inc., has been steadily declining in revenue, is running out of options, and needs HP more than HP needs it.”

It would seem Xerox has chosen a no-holds barred approach to the situation. The pen is now in HP’s hands as we await the next letter and see how the printing giant intends to respond to the latest missive from Xerox.