Press release

Xerox Secures $24 Billion in Binding Financing Commitments for HP Acquisition

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Xerox Holdings Corporation (NYSE:XRX) (“Xerox”) today sent a letter to
the Board of Directors of HP Inc. (NYSE: HPQ) (“HP”) confirming that it
has obtained $24 billion in binding financing commitments from Citi,
Mizuho and Bank of America to complete its value-creating combination
with HP.

The full text of the letter is as follows:

Dear Chip and Enrique,

Over the last several weeks, we have engaged in constructive dialogue
with many of your largest shareholders regarding the strategic
benefits of our proposal to acquire HP. It remains clear to all of us
that bringing our companies together would deliver substantial
synergies and meaningfully enhanced cash flow that could, in turn,
enable increased investments in innovation and greater returns to

But it also became clear from our dialogue with your shareholders that
you and your advisors have been questioning our ability to raise the
capital necessary to finance our proposal. We have always maintained
that our proposal is not subject to a financing contingency, but in
order to remove any doubt, we have obtained binding financing
commitments (that are not subject to any due diligence condition) from
Citi, Mizuho and Bank of America.

My offer stands to meet with you in person, with or without your
advisors, to begin negotiating this transaction.


John Visentin
Vice Chairman and CEO
Xerox Holdings Corporation

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.

Simpson Thacher & Bartlett LLP is acting as legal counsel to Xerox in
connection with the financing for the proposed acquisition of HP, and
Cravath, Swaine & Moore LLP is acting as legal counsel to the financial
institutions providing the financing.

About Xerox

In the era of intelligent work, we’re not just thinking about the
future, we’re making it. Xerox
Holdings Corporation
 is a technology leader focused on the
intersection of digital and physical. We use automation and
next-generation personalization to redefine productivity, drive growth
and make the world more secure. Every day, our innovative technologies
and intelligent work solutions—Powered by Xerox®—help people
communicate and work better. Discover more at and
follow us on Twitter at @Xerox.

Forward-Looking Statements

This communication, 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, including
statements regarding the proposed transaction, benefits and synergies of
the proposed transaction and future opportunities for the combined
company, 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 ultimate outcome of any possible transaction between
Xerox Holdings Corporation (“Xerox”) and HP Inc. (“HP”), including the
possibility that the parties will not agree to pursue a business
combination transaction or that the terms of any definitive agreement
will be materially different from those described herein; uncertainties
as to whether HP will cooperate with Xerox regarding the proposed
transaction; Xerox’s ability to consummate the proposed transaction with
HP; the conditions to the completion of the proposed transaction,
including the receipt of any required shareholder approvals and any
required regulatory approvals; Xerox’s ability to finance the proposed
transaction with HP; Xerox’s indebtedness, including the substantial
indebtedness Xerox expects to incur in connection with the proposed
transaction with HP and the need to generate sufficient cash flows to
service and repay such debt; the possibility that Xerox may be unable to
achieve expected synergies and operating efficiencies within the
expected time-frames or at all and to successfully integrate HP’s
operations with those of Xerox; that such integration may be more
difficult, time-consuming or costly than expected; that operating costs,
customer loss and business disruption (including, without limitation,
difficulties in maintaining relationships with employees, customers or
suppliers) may be greater than expected following the proposed
transaction or the public announcement of the proposed transaction; the
retention of certain key employees may be difficult; and general
economic conditions that are less favorable than expected. Additional
risks that may affect Xerox’s operations and other factors that are set
forth in the “Risk Factors” section, the “Legal Proceedings” section,
the “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” section and other sections of Xerox Corporation’s
2018 Annual Report on Form 10-K, as well as in Xerox Corporation’s and
Xerox Holdings Corporation’s Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K filed with the SEC. These forward-looking statements
speak only as of the date of this communication or as of the date to
which they refer, and Xerox assumes no obligation to update any
forward-looking statements as a result of new information or future
events or developments, except as required by law.

Additional Information

This communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. This communication relates to a
proposal that Xerox has made for a business combination transaction with
HP. In furtherance of this proposal and subject to future developments,
Xerox (and, if applicable, HP) may file one or more registration
statements, proxy statements, tender offer statements or other documents
with the Securities and Exchange Commission (the “SEC”). This
communication is not a substitute for any proxy statement, registration
statement, tender offer statement, prospectus or other document Xerox
and/or HP may file with the SEC in connection with the proposed

Investors and security holders of Xerox and HP are urged to read the
proxy statement(s), registration statement, tender offer statement,
prospectus and/or other documents filed with the SEC carefully in their
entirety if and when they become available as they will contain
important information about the proposed transaction. Any definitive
proxy statement(s) or prospectus(es) (if and when available) will be
mailed to shareholders of Xerox and/or HP, as applicable. Investors and
security holders will be able to obtain free copies of these documents
(if and when available) and other documents filed with the SEC by Xerox
through the web site maintained by the SEC at,
and by visiting Xerox’s investor relations site at

This document shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the U.S. Securities Act of 1933, as amended.

This communication is neither a solicitation of a proxy nor a substitute
for any proxy statement or other filings that may be made with the SEC.
Nonetheless, Xerox and its directors and executive officers and other
members of management and employees may be deemed to be participants in
the solicitation of proxies in respect of the proposed transactions. You
can find information about Xerox’s executive officers and directors in
the Current Report on Form 8-K filed by Xerox Holdings Corporation with
the SEC on July 31, 2019, the prospectus filed by Xerox Holdings
Corporation with the SEC on April 23, 2019 and the Annual Report on Form
10-K for the year ended December 31, 2018 filed by Xerox Corporation
with the SEC on February 25, 2019. To the extent holdings of Xerox
securities by Xerox’s executive officers and directors have changed from
the amounts of securities of Xerox Corporation (the predecessor issuer
to Xerox Holdings Corporation) held by such persons as reflected in the
prospectus filed by Xerox Holdings Corporation with the SEC on April 23,
2019, such changes have been or will be reflected on Statements of
Change in Ownership on Form 4 filed with the SEC. Additional information
regarding the interests of such potential participants will be included
in one or more registration statements, proxy statements, tender offer
statements or other documents filed with the SEC if and when they become
available. These documents (if and when available) may be obtained free
of charge from the SEC’s website,
and by visiting Xerox’s investor relations site at

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