HP’s board of directors unanimously rejected Xerox’s offer to acquire the company for approximately $33 billion, saying the proposal significantly undervalued HP and was not in the best interests of HP shareholders. Xerox bid $22 per share for the company, consisting of 77% cash and 23% stock, on November 5.

“In reaching this determination, the board also considered the highly conditional and uncertain nature of the proposal, including the potential impact of outsized debt levels on the combined company’s stock,” HP said in a letter to Xerox chief executive officer John Visentin.

HP also said Xerox’s revenue had fallen from $10.8 billion to $9.2 billion since June 2018, noting the decline raised, “significant questions for us regarding the trajectory of your business and future prospects.”

But HP signaled it could remain open to a possible consolidation.

“With substantive engagement from Xerox management and access to diligence information on Xerox, we believe that we can quickly evaluate the merits of a potential transaction,” HP said in the letter.

HP, with an estimated market cap of $29 billion, is much larger than Xerox which has a market cap of over $8 billion.

In October, HP said announced it planned to cut as many as 9,000 jobs, nearly 16% of its workforce, by the end of 2022 as part of a restructuring that would save $1 billion per year. Earlier this month, it confirmed it was in ongoing talks with Xerox over a possible takeover.

“We have great confidence in our strategy and our ability to execute to continue driving sustainable long-term value at HP,” the company said.

Activist investor Carl Icahn, who recently bought a $1.2 billion stake in HP, has been pushing for a merger between the two companies. Icahn owns a 10.6% stake in Xerox.

HP stock was down more than 1% in early afternoon trading.