Carl Icahn publishes letter blasting HP for “recalcitrance” in rejected Xerox offer

Activist investor Carl Icahn posted an open letter to HP shareholders today, criticizing the HP Inc. board for rejecting Xerox Corp.‘s merger overtures. Icahn, who respectively owns about 10.85% of Xerox and 4.24% of HP, stated HP is going down the path forged by former foe Eastman Kodak Co., which is often criticized for wasting resources on a series of failed plans.

“I cannot believe that the recalcitrance of HP’s board is driven by any real confidence in its standalone restructuring plan, which the market, shareholders and analysts met with extreme indifference and which seems to amount to little more than rearranging the deck chairs on the Titanic. The road to the graveyard on Wall Street is littered with the bones of companies, such as Eastman Kodak, which wasted a great deal of valuable time by coming up with one ill-fated plan after another and also failed to act decisively when transformative opportunities presented themselves. It is absurd for the HP board and management team, with such a history of underperformance and missteps, to claim to have had a sudden epiphany and now expect shareholders to trust them to execute a standalone restructuring plan rather than to even explore an opportunity to enter into a combination that could bring about a much needed $2+ billion of cost synergies and possibly save the company.

Icahn noted he believes the HP board and management are more concerned about preserving their “lucrative positions” rather than pursuing one of the most “obvious no-brainers” he has ever encountered in his career.

“What is the downside of a mutual expedited due diligence process where there is so much to gain? Because I see no other plausible explanation for HP to refuse to engage in customary mutual due diligence, I am left to wonder whether this is simply a delay tactic aimed at attempting to preserve the lucrative positions of the CEO and members of the board, which they fear might be affected if a combination does take place.”

Icahn concluded the letter by urging shareholders to act immediately, while there is still interest in a merger.