Anticipated June 14, 2017 effective date.
Xerox Corporation (NYSE:XRX) announced that its proposed reverse
stock split of Xerox common stock at a ratio of one-for-four
shares, together with a proportionate reduction in the authorized
shares of its common stock from 1,750,000,000 shares to 437,500,000
shares, were approved by Xerox shareholders at the annual meeting
of shareholders held earlier today. The company will move forward
with implementing the reverse stock split and authorized share
reduction, which are anticipated to be effective on or about June
14, 2017.
As a result of the spin-off of the company’s business process
outsourcing business, now Conduent Incorporated, Xerox’s market
capitalization was divided. Consequently, the company proposed the
reverse stock split, which is intended to increase the per share
trading price of Xerox common stock and should improve its
liquidity and facilitate its trading.
When the reverse stock split is effective, every four shares of
Xerox common stock issued and outstanding or held as treasury
shares as of the effective date will be automatically combined and
reclassified into one share of Xerox common stock. The reverse
stock split will also correspondingly affect all outstanding Xerox
equity awards and outstanding convertible securities.
No fractional shares will be issued in connection with the
reverse stock split. Shareholders otherwise entitled to receive a
fractional share as a result of the reverse stock split will
receive a cash payment in lieu of such fractional shares. When the
reverse stock split is effective, Xerox common stock will continue
to trade, on a split-adjusted basis, on the New York Stock Exchange
under the symbol “XRX”, although a new CUSIP number (984121 608)
will be assigned as a result of the reverse stock split.
The company’s common stock dividend and full-year earnings per
share guidance will be adjusted on a proportional basis if the
reverse stock split becomes effective as anticipated.
Additional information concerning the reverse stock split can be
found in Xerox’s definitive proxy statement dated April 10, 2017
filed with the Securities and Exchange Commission (the “SEC”),
available free of charge at the SEC’s website, www.sec.gov, or at
Xerox’s website, www.xerox.com. Further additional information will
also be provided at the time of effectiveness of the reverse stock
split.
About Xerox
Xerox Corporation is an $11 billion technology leader that
innovates the way the world communicates, connects and works. Our
expertise is more important than ever as customers of all sizes
look to improve productivity, maximize profitability and increase
satisfaction. We do this for small and mid-size businesses,
large enterprises, governments, graphic communications providers,
and for our partners who serve them.
We understand what’s at the heart of work – and all of the forms
it can take. We embrace the increasingly complex world of paper and
digital. Office and mobile. Personal and social. Every day across
the globe – in more than 160 countries – our technology, software
and people successfully navigate those intersections. We automate,
personalize, package, analyze and secure information to keep our
customers moving at an accelerated pace. For more information,
visit www.xerox.com.
Forward-Looking Statements
This Report contains “forward-looking statements” as defined in
the Private Securities Litigation Reform Act of 1995. The words
“anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”,
“should” and similar expressions, as they relate to us, are
intended to identify forward-looking statements. These statements
reflect management’s current beliefs, assumptions and expectations
and are subject to a number of factors that may cause actual
results to differ materially. Such factors include but are not
limited to: our ability to address our business challenges in order
to reverse revenue declines, reduce costs and increase productivity
so that we can invest in and grow our business; changes in economic
conditions, political conditions, trade protection measures,
licensing requirements and tax laws in the United States and in the
foreign countries in which we do business; changes in foreign
currency exchange rates; our ability to successfully develop new
products, technologies and service offerings and to protect our
intellectual property rights; the risk that multi-year contracts
with governmental entities could be terminated prior to the end of
the contract term and that civil or criminal penalties and
administrative sanctions could be imposed on us if we fail to
comply with the terms of such contracts and applicable law; the
risk that partners, subcontractors and software vendors will not
perform in a timely, quality manner; actions of competitors and our
ability to promptly and effectively react to changing technologies
and customer expectations; our ability to obtain adequate pricing
for our products and services and to maintain and improve cost
efficiency of operations, including savings from restructuring
actions; the risk that individually identifiable information of
customers, clients and employees could be inadvertently disclosed
or disclosed as a result of a breach of our security systems;
reliance on third parties, including subcontractors, for
manufacturing of products and provision of services; our ability to
manage changes in the printing environment and markets and expand
equipment placements; interest rates, cost of borrowing and access
to credit markets; funding requirements associated with our
employee pension and retiree health benefit plans; the risk that
our operations and products may not comply with applicable
worldwide regulatory requirements, particularly environmental
regulations and directives and anti-corruption laws; the outcome of
litigation and regulatory proceedings to which we may be a party;
the risk that we do not realize all of the expected strategic and
financial benefits from the separation and spin-off of our Business
Process Outsourcing business; and other factors that are set forth
in the “Risk Factors” section, the “Legal Proceedings” section, the
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” section and other sections of our 2016
Annual Report on Form 10-K, as well as in our Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K filed with the Securities
and Exchange Commission (“SEC”). Xerox assumes no obligation to
update any forward-looking statements as a result of new
information or future events or developments, except as required by
law.
Fuji Xerox Co., Ltd. (“Fuji Xerox”) is a joint venture between
Xerox Corporation and Fujifilm Holdings Corporation (“Fujifilm”) in
which Xerox holds a 25% equity interest and Fujifilm holds the
remaining equity interest. On April 20, 2017, Fujifilm publicly
announced it formed an independent investigation committee to
conduct a review of the appropriateness of the accounting practices
at Fuji Xerox’s New Zealand subsidiary related to the recovery of
receivables associated with certain sales leasing transactions that
occurred in, or prior to, Fuji Xerox’s fiscal year ending March 31,
2016. In first quarter 2017, we recognized a charge of
approximately $30 million, which represents our share of the
current Fujifilm total adjustments from this review, as publicly
disclosed by Fujifilm. Fujifilm has publicly stated that it expects
the investigation will be completed in May 2017, and that it
intends to disclose the results shortly thereafter. Given our
status as a minority investor, we have limited contractual and
other rights to information and rely on Fuji Xerox and Fujifilm to
provide information to us and are not involved in the
investigation, including its scope and timing of completion.
Although we have no reason not to rely on Fujifilm’s current
adjustment and we are not aware of any additional amounts related
to this matter that would have a material effect on our financial
statements including the related Xerox disclosures, this
investigation is ongoing and our future results may include
additional adjustments that are materially different from the
amount of the charge that we have already recognized in connection
with this matter and the period(s) to which the charge relates, and
we can provide no assurances relative to the outcome of any
governmental investigations or any consequences thereof. In
addition, the summarized financial data we have reported for Fuji
Xerox may change based on the results of the investigation.
Note: To receive RSS news feeds, visit
https://www.news.xerox.com. For open commentary, industry
perspectives and views visit http://twitter.com/xerox,
http://www.linkedin.com/company/xerox,
http://connect.blogs.xerox.com, http://www.facebook.com/XeroxCorp,
http://www.youtube.com/XeroxCorp.
Xerox® and Xerox and Design® are trademarks of Xerox in the
United States and/or other countries.
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version on businesswire.com: http://www.businesswire.com/news/home/20170523006438/en/
Media:XeroxCarl Langsenkamp,
+1-585-423-5782carl.langsenkamp@xerox.com
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