by Brenon Daly
Of all companies, Xerox should know not to make a bad copy. And yet, as the maker of printers and copiers escalates its pursuit of a much-larger rival, it is in danger of repeating the mistake another tech giant made when it, too, tried to pull in a chunk of the once-formidable Hewlett-Packard. That buyer still hasn’t recovered from that deal, more than three years later.
In terms of M&A strategy, the thinking behind Xerox’s bid for HP Inc is solid: wring out financial efficiencies by combining large businesses in markets that have little – if any – growth. Where the effort breaks down is that Xerox has the strategy a little backwards. It is a fraction of the size of the company it is trying to roll up. (Xerox sells less stuff in an entire year than HP Inc sells in a single quarter.)
And then there’s the small matter of how Xerox, which has an all-in enterprise value of just $13bn, plans to pull off its proposed $33bn purchase. (For a sense of scale of the transaction, 451 Research‘s M&A KnowledgeBase only lists 13 tech and telecom deals announced since 2002 with an equity value of more than $30bn.)
Xerox, which already has more than $4bn of net debt on its books, says it has the financing of the proposed pairing covered. Terms call for Xerox to hand over about $25bn in cash for HP, with the remaining nearly one-quarter of the price covered by its shares. For its part, HP Inc isn’t buying Xerox’s offer, either in terms of valuation or even feasibility.
But even assuming Xerox can not only raise but also then service several billion dollars of freshly incurred debt to pick up its larger rival, it’s worth wondering why the company would want to stretch itself financially for a significantly larger business that is significantly less profitable. Both gross margins and operating margins at HP Inc are about half the level of Xerox.
If Xerox needs any further convincing that it might not want to go deeply in hock to buy HP Inc, it might want to reflect on an earlier deal with a lot of the same characteristics as the one Xerox is considering. In 2016, UK-based Micro Focus put together a cash-and-stock bid for the much-larger but less-profitable software business from Hewlett Packard Enterprise. Since that consolidation, which tripled the size of Micro Focus, the company has seen its market value cut in half.