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Xerox Increases Offer Price for HP Inc. to $24 Per Share

Tuesday, February 11, 2020  
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Xerox Holdings Corp. has announced its intention to launch a tender offer on or around March 2, 2020, for all of the outstanding shares of common stock of HP Inc. at a price of $24 per share, which will be comprised of $18.40 in cash and 0.149 Xerox shares for each HP share. The tender offer will not be subject to any conditions related to financing or due diligence.

Xerox has met, in some cases multiple times, with many of HP's largest stockholders. These stockholders consistently state that they want the enhanced returns, improved growth prospects and best-in-class human capital that will result from a combination of Xerox and HP. The tender offer announced today will enable these stockholders to accept Xerox's compelling offer despite HP's consistent refusal to pursue the opportunity.

The value created by the synergies realized in a combination of Xerox and HP is incremental to any value that HP can create by revising its strategic plan or dramatically changing its capital allocation policy to incorporate additional share repurchases. Xerox's offer provides HP stockholders with both significant, immediate cash value and meaningful upside via equity ownership in the combined company. The headline offer price of $24 per share represents a 41% premium to HP's unaffected 30-day volume weighted average trading price of $17. The implied offer value of approximately $33 per share represents a 94% premium to HP's unaffected 30-day volume weighted average trading price of $17.

The tender offer will be subject to there being validly tendered and not withdrawn at least a number of shares representing a majority of the issued and outstanding shares of HP and other customary conditions for a transaction of this type.

Citi is acting as Xerox's financial advisor and King & Spalding LLP is providing legal counsel to Xerox. Willkie Farr & Gallagher LLP is providing legal counsel to Xerox's independent directors and Moelis & Company is acting as financial advisor to Xerox's independent directors.

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