“We believe HP shareholders will be better served by a new slate of independent directors who understand the challenges of operating a global enterprise and appreciate the value that can be created by realizing the synergies of a combination with Xerox,” Xerox chief executive officer John Visentin said in a statement.
In November, Xerox made an offer of $33.5 billion in cash and stock for HP despite being the much smaller company. HP has an estimated market value of $32 billion. Xerox’s market value is less than $8 billion.
Skeptics of the proposal had raised doubts about whether Xerox could raise funds to do the transaction, but earlier this month the company said it had lined up $24 billion from Citi, Mizuho, and Bank of America to finance the proposed takeover.
HP has so far rejected two bids from Xerox
“These nominations are a self-serving tactic by Xerox to advance its proposal, which significantly undervalues HP and creates meaningful risk to the detriment of HP shareholders,” HP said in a statement.
HP has also noted Xerox’s revenue fell nearly 10% in 2019 and raised concerns about its business strategy.
In December, the activist investor Carl Icahn urged HP shareholders who agreed to the merger to reach out to the board of directors requesting immediate action.
Icahn has a 4.2% stake in HP and a 10.9% stake in Xerox.
The board candidates include Kim Fennebresque, former chief executive of Cowen Group; Jacob Katz, former chairman of Grant Thornton; and former senior executives from Aetna, United Airlines, Hilton Hotels, Novartis, and Verizon.
Xerox shares were down slightly in midday trading Thursday. HP shares were up less than 1%.
HP is the printer and PC business spun off from Hewlett-Packard in 2015.