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HP Inc. (HPQ) said in a regulatory filing that its board recommends that shareholders use the WHITE proxy card to vote for the election of all the board's 12 director nominees. "Xerox (XRX) has notified us of its intent to nominate a slate of 11 nominees for election as Directors at the annual meeting in opposition to the nominees proposed by our Board," HP Inc. said. "Our Board does not endorse any Xerox nominee and unanimously recommends that you disregard any [Color] proxy card that may be sent to you by Xerox. Voting to "withhold" with respect to any of Xerox's nominees on its proxy card is not the same as voting FOR our Board's nominees, because a vote to "withhold" with respect to any of Xerox's nominees on its proxy card will revoke any previous proxy submitted by you, including any vote you may have made for our Board's nominees. If you have previously voted using a [Color] proxy card sent to you by Xerox, you may change your vote by voting via the Internet or by telephone by following the instructions provided on the enclosed WHITE proxy card, or by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided. Only the latest validly executed proxy that you submit will be counted."

According to a regulatory filing, HP Inc. (HPQ) said that, on August 12, 2019, Carl Icahn, the largest shareholder of Xerox (XRX), phoned Dion Weisler, HP's then-chief executive officer. Icahn communicated that he believed HP was a well-run company with a strong management team and stated that he had accumulated approximately 60 million shares of HP common stock, constituting 4.125% of HP's then-outstanding shares of common stock. Mr. Icahn further expressed his belief that there was considerable value in combining Xerox and HP, that HP should consider buying Xerox or, if not, that Mr. Icahn would consider making an offer to acquire HP and that he wanted a transaction to occur quickly. Mr. Weisler expressed that HP was always open to hearing from its shareholders and that the board of directors of HP was focused on creating shareholder value. Following the call, on August 13, 2019, Mr. Icahn sent Mr. Weisler an e-mail attaching two Xerox slides showing estimated synergies of $3.5 billion that a combined company could achieve with full impact in 2023. On August 22, 2019, the Company announced that Mr. Weisler had decided to step down for a family health matter and that the HP Board had unanimously appointed Mr. Lores, then head of HP's printing division, to succeed Mr. Weisler as the Company's chief executive officer effective November 1, 2019. On August 23, 2019, Mr. Bandrowczak called Mr. Lores and advised that Mr. Visentin was planning to tell Mr. Weisler that Xerox was very interested in a combination with HP at an upcoming, previously-scheduled breakfast meeting. On August 26, 2019, Mr. Icahn called Mr. Weisler and expressed that he was focused on quickly pursuing a combination of HP with Xerox and asked Mr. Weisler for his views on HP buying Xerox. Mr. Weisler expressed to Mr. Icahn that HP would require further information from Xerox in order to assess a potential acquisition and that he would follow up directly with Mr. Visentin. Later that day, Mr. Weisler sent Mr. Visentin a list of threshold questions that would need to be addressed by Xerox before HP would engage in full discussions concerning an acquisition of Xerox. On August 27, 2019, Mr. Visentin phoned Mr. Weisler and stated that Xerox was eager to combine with HP, and that he hoped that HP would include stock consideration in any offer to acquire Xerox. He also stated that he knew that Mr. Icahn had taken an ownership position in HP. Mr. Visentin advised that Xerox would provide HP with the information HP had requested.

In an interview on CNBC's Mad Money, HP Inc. (HPQ) CEO Enrique Lores said, "We had a strong quarter and we are getting stronger. We are really growing share in premium categories. Our focus is on creating value." When asked about the potential merger with Xerox (XRX), Lores said the offer from Xerox "clearly doesn't benefit shareholders." He noted that there are synergies to be achieved, but the merger has to be done "in the right way." He also said there are some questions about the performance of Xerox. He finished by noting that he expects the coronavirus to have a "temporary impact."