Tech

Carl Icahn blasts HP's decision to reject Xerox's acquisition bid

Key Points
  • In an open letter to HP shareholders, activist investor Carl Icahn chastised HP's board for rejecting Xerox's takeover bid.
  • Icahn owns about 10.85% of outstanding shares of Xerox and 4.24% of outstanding shares of HP.
  • Icahn suggests that HP's executives have been motivated by selfish reasons in rejecting the takeover bid from Xerox.
Carl Icahn
Adam Jeffery | CNBC

Activist investor Carl Icahn on is chastising HP Inc.'s board for rejecting Xerox's takeover bid.

HP's stock price rose more than 2% to $20.05 per share in late morning trading Wednesday.

in an open letter to HP shareholders earlier Wednesday, Icahn said: "I cannot believe that the recalcitrance of HP's board is driven by any real confidence in its standalone restructuring plan, which the market, shareholders and analysts met with extreme indifference and which seems to amount to little more than rearranging the deck chairs on the Titanic."

Icahn, who owns about 10.85% of outstanding shares of Xerox and 4.24% of outstanding shares of HP, urged the shareholders to appeal to the board to further explore the possibility of an acquisition by Xerox. He suggested that HP's executives have been motivated by selfish reasons in rejecting the takeover bid.

"Because I see no other plausible explanation for HP to refuse to engage in customary mutual due diligence, I am left to wonder whether this is simply a delay tactic aimed at attempting to preserve the lucrative positions of the CEO and members of the board, which they fear might be affected if a combination does take place," Icahn wrote.

"While this might sound cynical, over the last several decades as an activist I have made billions and billions of dollars not only for Icahn Enterprises but for all shareholders by standing up to managements and boards that have refused to do anything that would change the status quo, which might mean threatening their huge incomes. While there are many good and caring boards and managements, there also are many terrible ones that have cost shareholders dearly by failing to act in their best interests, as HP's board and management seem to be doing now."

HP's board unanimously voted last month to reject Xerox's bid, claiming the offer was not in the best interest of its shareholders and would undervalue the company. Xerox offered $22 per share for HP, which has a market cap of about $29 billion, about three times that of Xerox's.

HP had been engaged in broad cost-cutting, planning to cut thousands of jobs to save $1 billion per year. In its rejection of Xerox's bid, HP directors noted "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."

Icahn had pushed for the merger after taking a $1.2 billion stake in HP. Icahn told The Wall Street Journal he felt the move would be "a no-brainer" and believed "very strongly in the synergies."

But so far, the companies' boards have not seen eye to eye. After HP's rejection, Xerox has decided to go straight to shareholders with its offer after giving HP another chance to reconsider its bid.

"The potential benefits of a combination between HP and Xerox are self-evident," Xerox CEO John Visentin wrote last week. "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."

Here's the full letter from Icahn (The bolded type is in the letter.):

December 4, 2019

Dear Fellow HP Shareholders,

I beneficially own 23,456,087 common shares of Xerox Holdings Corporation, constituting approximately 10.85% of the outstanding shares, and 62,902,970 common shares of HP Inc., constituting approximately 4.24% of the outstanding shares. These holdings place me among the largest shareholders of each company and I, as well as many others, believe firmly in the industrial logic of combining these two great American businesses.

Amazingly, while HP's board and management have also declared publicly that they recognize the potential benefits of consolidation, the only thing standing in the way of moving quickly toward a combination that could yield $2+ billion of cost synergies is HP's board and management's unreasonable refusal to engage in a customary mutual due diligence process. What is the downside of a mutual expedited due diligence process where there is so much to gain? Because I see no other plausible explanation for HP to refuse to engage in customary mutual due diligence, I am left to wonder whether this is simply a delay tactic aimed at attempting to preserve the lucrative positions of the CEO and members of the board, which they fear might be affected if a combination does take place. While this might sound cynical, over the last several decades as an activist I have made billions and billions of dollars not only for Icahn Enterprises but for all shareholders by standing up to managements and boards that have refused to do anything that would change the status quo, which might mean threatening their huge incomes. While there are many good and caring boards and managements, there also are many terrible ones that have cost shareholders dearly by failing to act in their best interests, as HP's board and management seem to be doing now.

I cannot believe that the recalcitrance of HP's board is driven by any real confidence in its standalone restructuring plan, which the market, shareholders and analysts met with extreme indifference and which seems to amount to little more than rearranging the deck chairs on the Titanic. The road to the graveyard on Wall Street is littered with the bones of companies, such as Eastman Kodak, which wasted a great deal of valuable time by coming up with one ill-fated plan after another and also failed to act decisively when transformative opportunities presented themselves. It is absurd for the HP board and management team, with such a history of underperformance and missteps, to claim to have had a sudden epiphany and now expect shareholders to trust them to execute a standalone restructuring plan rather than to even explore an opportunity to enter into a combination that could bring about a much needed $2+ billion of cost synergies and possibly save the company.

Over the past few decades, we have created literally hundreds of billions of dollars of value for shareholders by guiding boards and CEOs to take the mostly obvious steps necessary to greatly increase the value of their companies. Our strong preference in all of our activist campaigns is to try to work in a friendly, cooperative manner with the leadership of the companies in which we invest and more often than not we have been successful in avoiding the expense and distraction that conflict brings. However, we sometimes do encounter decision-making, such as that which seems to be occurring now at HP, that is irrational and not in the best interests of shareholders and are thus forced to take action to protect the value of our investments. Over the years, I have seen many obvious "no-brainers" that would greatly enhance value and have worked hard to facilitate these, but I can say without exaggeration that the combination of HP and Xerox is one of the most obvious no-brainers I have ever encountered in my career – one where activism should not even be necessary at all because the merits of the combination are so obvious to everybody involved.

I firmly believe that HP sharehoders deserve the opportunity to decide for themselves whether a combination with Xerox makes sense before the idea is summarily rejected by HP's board for reasons that may not align with the best interests of the company's shareholders. I implore all HP shareholders who agree with me to reach out to HP's directors to let them know that immediate action is necessary to explore this opportunity NOW while there is still a willing counterparty on the other side.

Sincerely,

CARL C. ICAHN

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WATCH: Carl Icahn reveals he has a stake in HP and is pushing for a deal with Xerox

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Carl Icahn reveals he has a stake in HP and is pushing for a deal with Xerox