Xerox to repurchase all shares owned by Carl Icahn for $15.84 per share

Xerox announced that it entered into a share purchase agreement to repurchase all of the shares of the company’s common stock beneficially owned by Carl Icahn and certain of his affiliates at a purchase price of $15.84 per share, the closing price of the company’s common shares on September 27, the last full trading day prior to the execution of the purchase agreement. The aggregate purchase price for the repurchase is approximately $542M, which the company expects to fund with a new debt facility. The transaction is expected to close no later than September 29. Subsequent to the closing of the transaction, the Icahn Parties will no longer hold any Xerox common shares. Concurrent with the closing of the repurchase, Jesse Lynn and Steven Miller, who are employed by the Icahn Parties, and James Nelson, an independent director, will resign from the company’s board of directors. Scott Letier, who has served on the board since 2018, has been appointed chairman of the Xerox board of directors effective upon the closing of the repurchase transaction. The transaction was negotiated and unanimously recommended to Xerox’s board of directors by a special committee of the board, comprised solely of independent and disinterested directors. The special committee was advised by independent financial and legal advisors. The entire board, with the exception of members employed by Icahn Parties, who recused themselves from the vote, voted in favor of the transaction. The repurchase announced was not made as part of any existing share repurchase program.