If the purchase of all validly tendered Notes on the applicable settlement date would cause Xerox to purchase a principal amount greater than $350 million (the “Tender Cap”) of the Notes, then the Offer will be oversubscribed and Xerox, if it accepts Notes for purchase in the Offer, will accept for purchase tendered Notes on a prorated basis as described in the Offer to Purchase. If the Tender Cap is reached in respect of tenders of Notes made at or prior to the Early Tender Time, no Notes that are tendered after the Early Tender Time will be accepted for purchase unless the Tender Cap is increased by Xerox, in its sole discretion.
Xerox reserves the right, but is under no obligation, to increase the Tender Cap at any time, subject to compliance with applicable law.
Citigroup Global Markets Inc. (“Citi”) is acting as sole dealer manager for the Offer. For additional information regarding the terms of the Offer, please contact Citi at (800) 558-3745 (U.S. toll-free) or 1 (212) 723-6106. Requests for documents may be directed to Global Bondholder Services Corporation, which is acting as the depositary and information agent for the Offer, at (855)-654-2014 (toll-free) or (212) 430-3774 (collect for Banks and Brokers).
None of Xerox, the dealer manager, or the depository and information agent make any recommendations as to whether Holders should tender their Notes pursuant to the Offer, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
This press release does not constitute an offer to purchase or a solicitation of an offer to sell Notes or other securities, nor shall there be any purchase of Notes in any state or jurisdiction in which such offer, solicitation, or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Offer is being made solely by the Offer to Purchase dated May 20, 2022.
About Xerox Holdings Corporation (NASDAQ: XRX)
For more than 100 years, Xerox has continually redefined the workplace experience. Harnessing our leadership position in office and production print technology, we’ve expanded into software and services to sustainably power today’s workforce. From the office to industrial environments, our differentiated business solutions and financial services are designed to make every day work better for clients — no matter where that work is being done. Today, Xerox scientists and engineers are continuing our legacy of innovation with disruptive technologies in digital transformation, augmented reality, robotic process automation, additive manufacturing, Industrial Internet of Things and cleantech. Learn more at xerox.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements.” The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should,” “targeting,” “projecting,”