HP INC — M&A Activity 2020

Feb 26, 2020

SC14D9C 1 nt10009105x13_sc14d9c.htm SC14D9C Licensed to: Broadridge Financial Soultions, Inc. Document created using EDGARfilings PROfile 6.5.1.0 Copyright 1995 - 2020 Broadridge

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION

STATEMENT UNDER SECTION 14(d)(4) OF THE

SECURITIES EXCHANGE ACT OF 1934

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HP INC.

(Name of Subject Company)

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HP INC.

(Name of Persons Filing Statement)

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Common Stock, $0.01 par value per share

( Title of Class of Securities )

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40434L105

( CUSIP Number of Class of Securities )

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Kim Rivera, Esq. President, Strategy and Business Management, Chief Legal Officer and Secretary HP Inc. Ruairidh Ross Deputy General Counsel and Assistant Secretary HP Inc.

1501 Page Mill Road

Palo Alto, California 94304

Telephone: (650) 857-1501

( Name, address, and telephone number of persons authorized to receive notices and

communications on behalf of the person filing statement )

Copies to:

Steven A. Cohen, Esq.

Jenna E. Levine, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Schedule 14D-9 filing consists of the following communications related to the proposal that Xerox Holdings Corporation has made for a business combination with HP Inc. (“HP”).

• Excerpts of the transcript of HP’s earnings call on February 24, 2020 for the period ended January 31, 2020 (Exhibit 99.1)