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Xerox repurchase shares from Carl C. Icahn and affiliates

Xerox repurchases all of the Company’s shares owned by Carl C. Icahn and some of his affiliates at a purchase price of US$15.84 per share. The aggregate purchase price for the repurchase is approximately US$542 million.

Concurrent with the closing of the repurchase, Jesse Lynn and Steven Miller, who are employed by Icahn’s affiliates, and James Nelson, an independent director, will resign from Xerox’s board.

Scott Letier, who has served on the board since 2018, has been appointed chair of the Xerox board of directors.

“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, CEO, 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.”