As of this writing, Xerox is attempting a hostile takeover of HP
Inc., after HP Inc.’s board reiterated its rejection of Xerox’s offer on Jan.
9, 2020, and has obtained a commitment for the necessary $24 million loan to
complete the deal should HP Inc. accept a Xerox offer.
HP Inc. continues to contend
Xerox’s valuation of approximately $33 billion is too low, implying it would
consider an offer with a higher valuation. HP Inc.’s stock market valuation is
almost four times that of Xerox.
Acquisition remains a possibility
HP Inc.’s board has signaled its
willingness to consider higher offers, as the driver of the offer, activist
investor Carl Icahn, is a major stockholder in both companies and there is
considerable overlap among leading institutional investors in both companies.
Nevertheless, since the first offer was made, HP Inc.’s stock has increased in
value and Xerox’s has decreased, making the proposed acquisition less
attractive to shareholders. Xerox is limited in how much it can increase its
offer, since higher offers would increase the debt carried by the new company.
Supporters of the acquisition
recognize that Xerox’s and HP Inc.’s printing and printing-related services
businesses are very complementary. Xerox is stronger in the enterprise, while
HP Inc. is stronger with SMBs. HP Inc. relies on a strong channel, with
emphasis on value-added services, and Xerox has a larger direct business, with
channel partners relegated more to a reseller model. Xerox owns a more
comprehensive services business, Xerox Business Services, that retains its
locally and vertically oriented subsidiaries. HP Inc. is relatively stronger
outside North America, especially with SMBs.
But it could go the other way
Because of its larger size and
lower debt burden, HP Inc. is positioned to counteroffer Xerox with an offer to
merge. The companies were in talks before Xerox’s original offer, and HP Inc.’s
objection to the current offer is regarding valuation, so TBR believes HP Inc.’s
board would consider a merger on better terms. Both companies are executing restructuring
plans that involve headcount reduction to adapt to the globally shrinking
market for printing, and therefore, print supplies, which has been a profitable
part of both businesses. Both restructuring plans are also aggressive, Xerox’s
more so than that of HP Inc. However, TBR believes Xerox’s proposed plan for
the new company is too aggressive for HP Inc., suggesting an HP Inc.
acquisition of Xerox, or a more equal merger, would not align with the plans of
Icahn or the Xerox board.
3D printing: HP Inc.’s unhidden gem
The not-so-hidden gem in the HP
Inc. portfolio is additive manufacturing, more commonly called 3D printing. HP
Inc. has more than a decade of research in this field, growing out of the
inkjet business. It has products and customers and regularly announces
partnerships, small acquisitions and improvements in speed, size and materials.
TBR believes 3D printing is a slow-moving, large-scale disruptor, starting with
medical applications and retail customization and expanding into repair parts and
low-volume manufacturing. Over time, 3D printing will drive top-line growth
that the mature PC and printing businesses cannot. Xerox’s plan includes 3D
printing, but it is one of many ostensibly adjacent businesses in which it has
an interest. It is not clear that a Xerox-led merged company would continue to
make the investments necessary to capitalize on this gem.
The PC impact
The big question for the PC
industry is what a unified company would do with HP Inc.’s PC business. For HP
Inc., PCs are a relatively low-margin business but generate a considerable
amount of cash because of an advantageous cash conversion cycle. Spinning off
or selling the PC business to reduce the new company’s debt burden is one
possibility; however, Xerox has plans to leverage HP Inc. to make its services
businesses more comprehensive, effectively combining managed print services
with PCaaS.
There are no obvious acquirers for
HP Inc.’s PC business. Acquisition by HP Inc.’s primary competitors, Dell
Technologies and Lenovo, would probably be met with regulatory objections.
Huawei is too restricted in the U.S. market, due to concerns over Huawei device
security, to profit from such a deal. These facts suggest that an offer for HP
Inc.’s PC business would be too low for the new entity’s needs.
Irrespective of the future of this
deal, the uncertainty has opened up opportunities for HP Inc.’s primary PC
competitors among customers and partners. While a merger would be more disruptive
than the uncertainty, a spinoff or sale of HP Inc.’s PC business would be more
disruptive than a merger. And TBR believes the uncertainty of this deal will
continue to hinder HP Inc. as a whole until issues are resolved.