NORWALK, Conn.--Xerox Holdings Corporation (the “Company”), announced that earlier today, it entered into a share purchase agreement (the “Purchase Agreement”) to repurchase all of the shares of the Company’s common stock beneficially owned by Carl C. Icahn and certain of his affiliates (“Icahn Parties”) at a purchase price of $15.84 per share, the closing price of the Company’s common shares on September 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.

The transaction is expected to close no later than September 29, 2023. 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, has been 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.”

Carl Icahn said: "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. 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.”

The transaction was negotiated and unanimously recommended to Xerox’s Board of Directors by a Special Committee of the board, comprised solely of independent and disinterested directors. The Special Committee was advised by independent financial and legal advisors. The entire Board, with the exception of members employed by Icahn Parties, who recused themselves from the vote, voted in favor of the transaction.

The repurchase announced today was not made as part of any existing share repurchase program.

Moelis & Company LLC acted as financial advisor to the Special Committee. Willkie Farr & Gallagher LLP acted as legal counsel to the Special Committee, and White & Case LLP acted as legal counsel to Xerox, in connection with the transaction.