HP INC — M&A Activity 2020

Feb 24, 2020

SC14D9C 1 nt10009105x8_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

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION

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

SECURITIES EXCHANGE ACT OF 1934

HP INC.

(Name of Subject Company)

HP INC.

(Name of Persons Filing Statement)

Common Stock, $0.01 par value per share

( Title of Class of Securities )

40434L105

( CUSIP Number of Class of Securities )

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.

• Employee Email, dated February 24, 2020 (Exhibit 99.1)

• Investor Video Script, dated February 24, 2020 (Exhibit 99.2)

• Employee Communication, dated February 24, 2020 (Exhibit 99.3)