[May 23, 2017] |
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Xerox Corporation Announces Approval of One-for-Four Reverse Stock Split
Xerox
Corporation (NYSE:XRX) announced that its proposed reverse stock
split of Xerox common stock at a ratio of one-for-four shares, together
with a proportionate reduction in the authorized shares of its common
stock from 1,750,000,000 shares to 437,500,000 shares, were approved by
Xerox shareholders at the annual meeting of shareholders held earlier
today. The company will move forward with implementing the reverse stock
split and authorized share reduction, which are anticipated to be
effective on or about June 14, 2017.
As a result of the spin-off of the company's business process
outsourcing business, now Conduent Incorporated, Xerox's market
capitalization was divided. Consequently, the company proposed the
reverse stock split, which is intended to increase the per share trading
price of Xerox common stock and should improve its liquidity and
facilitate its trading.
When the reverse stock split is effective, every four shares of Xerox
common stock issued and outstanding or held as treasury shares as of the
effective date will be automatically combined and reclassified into one
share of Xerox common stock. The reverse stock split will also
correspondingly affect all outstanding Xerox equity awards and
outstanding convertible securities.
No fractional shares will be issued in connection with the reverse stock
split. Shareholders otherwise entitled to receive a fractional share as
a result of the reverse stock split will receive a cash payment in lieu
of such fractional shares. When the reverse stock split is effective,
Xerox common stock will continue to trade, on a split-adjusted basis, on
the New York Stock Exchange under the symbol "XRX", although a new CUSIP
number (984121 608) will be assigned as a result of the reverse stock
split.
The company's common stock dividend and full-year earnings per share
guidance will be adjusted on a proportional basis if the reverse stock
split becomes effective as anticipated.
Additional information concerning the reverse stock split can be found
in Xerox's definitive proxy statement dated April 10, 2017 filed with
the Securities and Exchange Commission (the "SEC (News - Alert)"), available free of
charge at the SEC's website, www.sec.gov,
or at Xerox's website, www.xerox.com.
Further additional information will also be provided at the time of
effectiveness of the reverse stock split.
About Xerox
Xerox Corporation is an $11 billion technology leader that innovates the
way the world communicates, connects and works. Our expertise is more
important than ever as customers of all sizes look to improve
productivity, maximize profitability and increase satisfaction. We do
this for small
and mid-size businesses, large
enterprises, governments, graphic communications providers, and for
our partners who serve them.
We understand what's at the heart of work - and all of the forms it can
take. We embrace the increasingly complex world of paper and digital. Office
and mobile. Personal and social. Every day across the globe - in more
than 160 countries - our technology,
software and people successfully navigate those intersections. We
automate, personalize, package, analyze and secure information to keep
our customers moving at an accelerated pace. For more information, visit www.xerox.com.
Forward-Looking Statements
This Report contains "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995. The words
"anticipate", "believe", "estimate", "expect", "intend", "will",
"should" and similar expressions, as they relate to us, are intended to
identify forward-looking statements. These statements reflect
management's current beliefs, assumptions and expectations and are
subject to a number of factors that may cause actual results to differ
materially. Such factors include but are not limited to: our ability to
address our business challenges in order to reverse revenue declines,
reduce costs and increase productivity so that we can invest in and grow
our business; changes in economic conditions, political conditions,
trade protection measures, licensing requirements and tax laws in the
United States and in the foreign countries in which we do business;
changes in foreign currency exchange rates; our ability to successfully
develop new products, technologies and service offerings and to protect
our intellectual property rights; the risk that multi-year contracts
with governmental entities could be terminated prior to the end of the
contract term and that civil or criminal penalties and administrative
sanctions could be imposed on us if we fail to comply with the terms of
such contracts and applicable law; the risk that partners,
subcontractors and software vendors will not perform in a timely,
quality manner; actions of competitors and our ability to promptly and
effectively react to changing technologies and customer expectations;
our ability to obtain adequate pricing for our products and services and
to maintain and improve cost efficiency of operations, including savings
from restructuring actions; the risk that individually identifiable
information of customers, clients and employees could be inadvertently
disclosed or disclosed as a result of a breach of our security systems;
reliance on third parties, including subcontractors, for manufacturing
of products and provision of services; our ability to manage changes in
the printing environment and markets and expand equipment placements;
interest rates, cost of borrowing and access to credit markets; funding
requirements associated with our employee pension and retiree health
benefit plans; the risk that our operations and products may not comply
with applicable worldwide regulatory requirements, particularly
environmental regulations and directives and anti-corruption laws; the
outcome of litigation and regulatory proceedings to which we may be a
party; the risk that we do not realize all of the expected strategic and
financial benefits from the separation and spin-off of our Business
Process Outsourcing business; and other factors that are set forth in
the "Risk Factors" section, the "Legal Proceedings" section, the
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" section and other sections of our 2016 Annual Report on
Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K filed with the Securities and Exchange Commission
("SEC"). Xerox assumes no obligation to update any forward-looking
statements as a result of new information or future events or
developments, except as required by law.
Fuji Xerox Co., Ltd. ("Fuji Xerox") is a joint venture between Xerox
Corporation and Fujifilm Holdings Corporation ("Fujifilm") in which
Xerox holds a 25% equity interest and Fujifilm holds the remaining
equity interest. On April 20, 2017, Fujifilm publicly announced it
formed an independent investigation committee to conduct a review of the
appropriateness of the accounting practices at Fuji Xerox's New Zealand
subsidiary related to the recovery of receivables associated with
certain sales leasing transactions that occurred in, or prior to, Fuji
Xerox's fiscal year ending March 31, 2016. In first quarter 2017, we
recognized a charge of approximately $30 million, which represents our
share of the current Fujifilm total adjustments from this review, as
publicly disclosed by Fujifilm. Fujifilm has publicly stated that it
expects the investigation will be completed in May 2017, and that it
intends to disclose the results shortly thereafter. Given our status as
a minority investor, we have limited contractual and other rights to
information and rely on Fuji Xerox and Fujifilm to provide information
to us and are not involved in the investigation, including its scope and
timing of completion. Although we have no reason not to rely on
Fujifilm's current adjustment and we are not aware of any additional
amounts related to this matter that would have a material effect on our
financial statements including the related Xerox disclosures, this
investigation is ongoing and our future results may include additional
adjustments that are materially different from the amount of the charge
that we have already recognized in connection with this matter and the
period(s) to which the charge relates, and we can provide no assurances
relative to the outcome of any governmental investigations or any
consequences thereof. In addition, the summarized financial data we have
reported for Fuji Xerox may change based on the results of the
investigation.
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http://www.facebook.com/XeroxCorp,
http://www.youtube.com/XeroxCorp.
Xerox® and Xerox and Design® are trademarks of
Xerox in the United States and/or other countries.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170523006438/en/
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