Xerox and Carl Icahn Announce Agreement
January 29 2016 - 06:45AM
Business Wire
Xerox (NYSE:XRX) and Carl C. Icahn announced today that they
have entered into an agreement related to the governance of the
Business Process Outsourcing (“BPO”) company that will be created
as a result of the planned separation of Xerox into two
independent, publicly-traded companies, which was announced earlier
today.
Under the agreement, when the separation is complete, the BPO
company will have certain best-in-class corporate governance
provisions and a Board of Directors composed of nine members: six
directors selected by Xerox (two of whom may come from the current
Xerox Board of Directors) and three directors selected by Icahn. In
addition, in connection with the planned separation, Xerox agreed
that a committee of its Board of Directors will begin searching for
an external candidate to be Chief Executive Officer of the BPO
company and to allow a person selected by Icahn to observe and
advise the committee in that search process. Additional details
regarding the agreement will be included in a Form 8-K to be filed
by Xerox later today.
“We are pleased to have reached an agreement with Mr. Icahn that
ensures that we will have strong leadership and best-in-class
governance for the new Business Process Outsourcing company that
will be created by our separation plan,” said Ursula Burns,
chairman and chief executive officer of Xerox.
Mr. Icahn said: “We applaud Ursula Burns and Xerox’s Board of
Directors for recognizing the importance of separating Xerox into
two publicly-traded companies. We strongly believe that an
independent BPO company with fresh, focused leadership and
best-in-class corporate governance will greatly enhance shareholder
value, and we are proud to be a part of that process.”
About Xerox
Xerox is helping change the way the world works. By applying our
expertise in imaging, business process, analytics, automation and
user-centric insights, we engineer the flow of work to provide
greater productivity, efficiency and personalization. We conduct
business in 180 countries, and our more than 140,000 employees
create meaningful innovations and provide business process
services, printing equipment, software and solutions that make a
real difference for our clients – and their customers. Learn more
at www.xerox.com.
Forward-looking Statements
This release 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,
including with respect to the proposed separation of the Business
Process Outsourcing ("BPO") business from the Document Technology
and Document Outsourcing business, the expected timetable for
completing the separation, the future financial and operating
performance of each business, the strategic and competitive
advantages of each business, future opportunities for each business
and the expected amount of cost reductions that may be realized in
the cost transformation program, and are subject to a number of
factors that may cause actual results to differ materially. Such
factors include but are not limited to: changes in economic
conditions, political conditions, trade protection measures,
licensing requirements and tax matters 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 our bids do not accurately estimate the resources and
costs required to implement and service very complex, multi-year
governmental and commercial contracts, often in advance of the
final determination of the full scope and design of such contracts
or as a result of the scope of such contracts being changed during
the life of such contracts; the risk that subcontractors, software
vendors and utility and network providers will not perform in a
timely, quality manner; service interruptions; 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 and the relocation of our
service delivery centers; 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; the risk in the hiring and retention of qualified
personnel; the risk that unexpected costs will be incurred; our
ability to recover capital investments; the risk that our Services
business could be adversely affected if we are unsuccessful in
managing the start-up of new contracts; the collectability of our
receivables for unbilled services associated with very large,
multi-year contracts; reliance on third parties, including
subcontractors, for manufacturing of products and provision of
services; our ability to expand equipment placements; interest
rates, cost of borrowing and access to credit markets; the risk
that our products may not comply with applicable worldwide
regulatory requirements, particularly environmental regulations and
directives; the outcome of litigation and regulatory proceedings to
which we may be a party; the possibility that the proposed
separation of the BPO business from the Document Technology and
Document Outsourcing business will not be consummated within the
anticipated time period or at all, including as the result of
regulatory, market or other factors; the potential for disruption
to our business in connection with the proposed separation; the
potential that BPO and Document Technology and Document Outsourcing
do not realize all of the expected benefits of the separation; 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 Quarterly Reports on Form 10-Q for the
quarters ended, March 31, 2015, June 30, 2015 and September 30,
2015 and our 2014 Annual Report on Form 10-K filed with the
Securities and Exchange Commission. 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.
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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/20160129005245/en/
XeroxMedia:Sean Collins,
+1-310-497-9205sean.collins2@xerox.comorCarl Langsenkamp,
+1-585-423-5782carl.langsenkamp@xerox.comorInvestors:Jennifer
Horsley, +1-203-849-2656jennifer.horsley@xerox.comorSean Cornett,
+1-203-849-2672sean.cornett@xerox.com
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