With the printing industry in decline, Xerox (NYSE: XRX) has been attempting to convince HP to merge with them since last year. It finally looks as though HP (NYSE: HPQ) might consider the deal.
On a call with reporters and analysts on Feb. 25, HP executives said that HP is "reaching out to Xerox to explore if there is a combination that creates value for HP shareholders that is additive to HP's strategic and financial plan."
Despite signaling their willingness to work with Xerox, HP told reporters that Xerox's latest bid of $24 a share "meaningfully undervalues HP, creates significant risk and compromises the future of our company." They called the bid "a fundamentally flawed value exchange" and "an irresponsible capital structure".
HP also seems to be sending mixed messages to Xerox via its latest business strategy. HP intends to carry out a $16 billion stock buyback through 2022. This buyback sends something of a mixed message to Xerox. Despite saying they're interested in a deal, HP's plan will make Xerox's takeover bid much harder to carry out.
"The HP board clearly adopted a poison pill because our offer is receiving overwhelming support from their shareholders. Regardless... we believe HP shareholders appreciate that the value we could create by combining Xerox and HP outweighs - and is incremental to - anything HP could achieve on its own," a Xerox spokesperson told MarketWatch.
HP has resisted the merger since Xerox broached it in November. They did participate in negotiations with Xerox last year after billionaire investor Carl Ichan brought the two companies together. Ichan is now a major shareholder for Xerox and HP. However, the negotiations broke down when the two couldn't agree on how much confidential information would be shared between them.
At the time, Xerox had just reached a settlement Fujifilm Holdings Corp (OTC: FUJIY) to resolve a nearly sixty-year long joint-venture and failed attempt to merge. Xerox came out on top with a $2.3 billion after-tax pay-off. Still, the separation gave HP concerns about Xerox's supply chain and how it would be structured without Fujifilm.
Xerox's plans for the merger and thier tactics for achieving it are also undoubtedly giving HP pause. In mid-February, Xerox invited HP shareholders to a private dinner where they tried to convince the shareholders to replace HP's board members with Xerox nominees.
"Despite the HP board's intention to deny shareholders the chance to choose for themselves, we will press ahead with our previously announced tender offer and electing our slate of highly qualified director candidates," a Xerox spokesperson said after HP announced their buy-back plan.
HP said in a statement that their buyback strategy was intended to encourage Xerox to "negotiate with the Board prior to attempting to impose some combination that is not in the best interests of the HP shareholders."
Just a day before HP told reporters they would consider the merger, they released thier first-quarter earnings showing a decline from the previous holiday quarter. Net income dipped from $803 million, 51 cents a share, to $678 million, 46 cents a share, while revenues dropped from $14.62 billion to $14.71 billion.
These numbers fell below analyst's projections of 48 cents a share. HP forecasts second-quarter EPS of 46 cents to 50 cents per share. This also falls below analysts' estimates of 53 cents a share for the second quarter.