Xerox Holdings Corporation · NASDAQ:XRX
Xerox — Proxy Contest (February 2018)
7 slides from Xerox's proxy contest presentation, Feb 13, 2018
Slide 1: Xerox Responds to Carl Icahn and Darwin Deason Open Letter
Xerox Responds to Carl Icahn and Darwin Deason Open Letter February 13, 2018 Exhibit 1
Slide 2: Additional Information and Where to Find It
Additional Information and Where to Find It This filing may be deemed to be solicitation material in respect of the transaction with FujiFilm described herein (the “Transaction”) and/or the matters to be considered at the Company’s 2018 Annual Meeting. In connection with the Transaction and the 2018
Slide 3: Forward-Looking Statements (cont'd)
Forward-Looking Statements (cont’d) (cont.) including subcontractors, for manufacturing of products and provision of services; our ability to manage changes in the printing environment and expand equipment placements; interest rates, cost of borrowing and access to credit markets; funding requiremen
Slide 4: Comparison of Value Components on "Day 1"
Value / Share Component Value / Share Component Comparison of Value Components on “Day 1” Icahn / Deason View of Transaction Value Reality $1.25B $2.5B Cash Dividend Additional Ownership in Fuji Xerox ~$4.901 ~$9.801 ~$132 49.9% of Standalone Xerox ~$103 49.9% of Capitalized Synergies ~$124 Addition
Slide 5: Relative Ownership Analysis
Relative Ownership Analysis Source: Xerox management, Fuji Xerox management and FactSet. Notes: Dollars in billions, except share prices. Assumes exchange rate of JPY114: US$1. Based on calendar year end. Numbers may not sum due to rounding. Reflects $193M of Net Cash, $33M of Non-Controlling Intere
Slide 6: Value of Transaction Synergies
Value of Transaction Synergies Source: Xerox management. Notes: Dollars in billions, except share prices. Assumes exchange rate of JPY114: US$1. Based on calendar year end. 1. Based on 4.5 year discounting period and 8.5% discount rate. 2. Reflects 254.6M basic shares, 6.0M RSUs and PSUs, and 6.7M s
Slide 7: Exhibit
Exhibit 2 News from Xerox