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HP to Review Unsolicited Exchange Offer From Xerox

Tuesday, March 3, 2020  
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HP Inc. has confirmed that Xerox Holdings Corp. has commenced an unsolicited exchange offer to acquire all outstanding shares of HP common stock for consideration consisting of cash, Xerox common stock or a combination thereof.

The HP Board of Directors will, consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, carefully review and evaluate the offer to determine the course of action that the board believes is in the best interests of the company and all HP shareholders. HP shareholders are advised to take no action at this time pending the board's review and evaluation of the offer.

HP intends to advise shareholders of the board's position regarding the offer within 10 business days by making available to shareholders a solicitation/recommendation statement on Schedule 14D-9, to be filed with the U.S. Securities and Exchange Commission and published on HP's website.

In other news, HP Inc. has announced the appointment of technology industry leader Richard ("Rick") Clemmer to the HP Board of Directors.

"Rick has a proven record of balancing disciplined cost cutting with growth investments, including through strategic transactions, that we believe will be additive to HP," said Chip Bergh, chairman, HP Board of Directors. "The HP board benefits from world-class directors with diverse skills and expertise to oversee the company's business and strategic execution. We are pleased to welcome Rick to the HP board."

"We are fortunate to have a strong board that knows the industry well and is committed to ensuring we create maximum value for all of our shareholders," said Enrique Lores, president and CEO, HP. "Rick’s experience in the tech sector and operational leadership is directly relevant to our strategic and financial value plan. We will benefit from his expertise as we continue to lead HP forward."

"This is an especially exciting time for HP," Clemmer said. "Innovation across HP's personal systems, print, and 3D printing and digital manufacturing businesses provides a strong foundation for growth and value creation. I am delighted to have the opportunity to work with Enrique and the board to help guide HP's continued market leadership."

Clemmer is currently executive director and CEO of NXP Semiconductors N.V., a global leader in secure connectivity solutions for embedded applications. Under his leadership, NXP has unlocked new sources of profitable growth, created significant shareholder value and strengthened the company's position in key markets, including the acquisition and successful integration of Freescale.

Prior to becoming CEO of NXP, Clemmer was a member of NXP's supervisory board and a senior advisor of Kohlberg Kravis Roberts & Co., a private equity and global investment firm that manages multiple alternative asset classes.

Clemmer also previously served as president and CEO of Agere Systems, where he drove the turnaround and reemergence of Agere Systems Inc., a spin-out from Lucent Technologies Inc.

Clemmer also served as chairman of u-Nav Microelectronics Corp., a GPS technology provider, and as executive vice president and CFO of Quantum Corp. Before that, Clemmer was senior vice president and semiconductor group CFO of Texas Instruments.

Clemmer also serves on the board of NCR Corp.

With Clemmer's appointment, the HP board has temporarily expanded to 13 directors, 11 of whom are independent. As previously announced, former HP CEO Dion Weisler will continue to serve on the HP Board of Directors until the 2020 Annual Meeting of Stockholders, at which point the HP board will comprise 12 directors, 11 of whom are independent, including an independent chairman and the company's current CEO.

In connection with Clemmer's appointment as a new independent director, HP has provided notice to Xerox that it has 10 days to nominate an additional candidate in connection with the 2020 Annual Meeting. Information regarding the HP board and its recommended slate of director nominees will be presented in the company's definitive proxy statement and other materials to be filed with the U.S. Securities and Exchange Commission and mailed to all shareholders eligible to vote at the 2020 Annual Meeting. The date of the 2020 Annual Meeting has not yet been announced.

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