Xerox buys back Icahn’s shares, will skip Drupa

Xerox Holdings Corp., announced it entered into a share purchase agreement to repurchase all of the shares of the company’s common stock beneficially owned by Carl C. Icahn and his affiliates at a purchase price of $15.84 per share, the closing price of the company’s common shares on Sept. 27, 2023, the last full trading day prior to the execution of the Purchase Agreement. The aggregate purchase price for the repurchase is approximately $542 million, which we expect to fund with a new debt facility.

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, was appointed chairman of the Xerox Board of Directors effective upon the closing of the repurchase transaction.

“Our decision to repurchase shares is reflective of the confidence we have in our business, our strategy and our ability to improve Xerox profitability and cash performance,” said Steve Bandrowczak, Chief Executive Officer of Xerox. “For nearly a decade, Carl and his affiliates have served as important shareholders to Xerox, providing invaluable counsel, guidance and activism to support our evolution as a workplace technology leader. On behalf of Xerox and the board of directors, I would like to thank Carl and our departing directors for their dedication to Xerox and for contributing to our past, present and future success.”

“As a longtime shareholder of Xerox, I’ve watched this iconic brand endure the hardest of times and come out stronger, all while returning substantial amounts of capital back to shareholders,” said Icahn. “I helped Xerox maintain its independence while pursuing consolidation within the print industry. I will continue to be a champion of the company and hope my activism will long be remembered as Xerox continues its positive momentum.”

In 2019, Icahn backed Xerox in its failed bid to buy HP’s printing business.

In other Xerox news, the company has pulled out Drupa 2024, the large printing-industry exhibition held every four years in Germany, according to PrintAction and numerous other sites.

A company spokesperson told Printweek: “As our business continues to evolve, we remain committed to investing in our production print clients, partners, and prospects, but have decided to not exhibit at Drupa 2024. We thank the conference organizers for their years of support and for continuing to bring the print industry together. Print remains an important part of our business, and we will continue to support our network through thought leadership, Xerox-led global events, new product innovations, and client-centric trainings and demos.”