US-based Xerox Corp has announced via a filing with the SEC that it plans to implement a structure in which the existing company will become a wholly owned unit of a new holding company.
A holding company structure allows a firm to lower its tax bill, protect patents and diversify its unit’s businesses efficiently.
The move comes after Xerox backed out of a merger deal with Fujifilm last year following opposition from shareholders Carl Icahn and Darwin Deason.
The restructuring is expected to be implemented in mid-2019. The new holding company’s shares will trade on the New York Stock Exchange under its current ticker “XRX”.
The 8-K form states:
On March 6, 2019, Registrant’s Board of Directors approved a reorganization (the “Reorganization”) of Registrant’s corporate structure into a holding company structure, pursuant to which the Registrant will become a direct, wholly-owned subsidiary of a new holding company. The purpose of the Reorganization is to provide the Registrant with strategic, operational and financial flexibility. The business operations, directors and executive officers of the Registrant will not change as a result of the Reorganization.
The Reorganization is intended to be implemented via a tax-free transaction for U.S. federal income tax purposes that will result in each holder of Registrant’s common stock owning the same number of shares of common stock in the new holding company and each holder of Registrant’s preferred stock owning the same number of shares of preferred stock in the new holding company. It is expected that the directors and executive officers of Registrant will also serve in the same capacities for the new holding company and that shares of the new holding company’s common stock will trade on the New York Stock Exchange under Registrant’s current ticker symbol “XRX.”
The Reorganization is subject to shareholder approval, regulatory approval and other customary conditions and is expected to be implemented in mid-2019, though there can be no assurance as to its completion or timing.
Additional details and information regarding the Reorganization will be included in a joint proxy statement/prospectus relating to Registrant’s 2019 annual meeting of shareholders, which will be mailed to shareholders when available.