Xerox Announces Early Results of Tender Offer

Xerox Holdings Corporation (NASDAQ: XRX) today announced that as of 5:00 p.m., New York City time, on June 3, 2022 (the “Early Tender Time”), holders of $434,314,000 aggregate principal amount, or approximately 43.43% of the outstanding principal amount, of the outstanding 3.625% (now 4.625%) Senior Notes due 2023 (CUSIP No. 984121CQ4) (the “Notes”) of its wholly owned subsidiary, Xerox Corporation (“Xerox”), had tendered their Notes pursuant to Xerox’s previously announced tender offer (the “Offer”).

The complete terms and conditions of the Offer are detailed in Xerox’s Offer to Purchase dated May 20, 2022 (the “Offer to Purchase”). Xerox currently expects that on June 7, 2022, it will accept for payment, subject to the conditions set forth in the Offer to Purchase, $350,000,000 aggregate principal amount of the Notes validly tendered on or prior to the Early Tender Time. Because the aggregate principal amount of the Notes validly tendered as of the Early Tender Time exceeds the tender cap of $350,000,000, the Notes accepted for purchase will be subject to proration in accordance with the Offer to Purchase. To determine proration, the principal amount of Notes validly tendered as of the Early Tender Time will be multiplied by a proration factor of approximately 80.60%, and rounded down to the nearest $1,000. If the principal amount of Notes returned to a holder as a result of such proration would result in less than the minimum denomination being returned to such holder, Xerox may accept or reject all of such holder’s validly tendered Notes. Any validly tendered Notes not accepted for purchase due to proration will be promptly returned or credited to the holder’s account.

Upon early settlement, each holder who validly tendered Notes on or prior to the Early Tender Time will receive the “Total Consideration” of $1,007.50 per $1,000 principal amount of Notes accepted for payment, which includes the “Tender Offer Consideration” of $977.50 per $1,000 principal amount of Notes tendered and accepted for payment and the “Early Tender Payment” of $30.00 per $1,000 principal amount of Notes tendered and accepted for payment. In addition, accrued interest up to, but not including, the payment date of the Notes will be paid in cash on all validly tendered and accepted Notes.

The Offer is scheduled to expire at 12:00 midnight, New York City time, at the end of June 17, 2022, unless extended or earlier terminated; however, because the aggregate principal amount of Notes validly tendered as of the Early Tender Time exceeds the tender cap of $350,000,000, Xerox does not expect to accept any Notes tendered after the Early Tender Time. Because the withdrawal deadline of 5:00 p.m., New York City time, on June 3, 2022 has passed, tendered Notes may no longer be withdrawn at any time, except to the extent that Xerox is required by law to provide additional withdrawal rights.

All the conditions set forth in the Offer to Purchase remain unchanged. If any of the conditions are not satisfied, Xerox may terminate the Offer and return tendered Notes not previously accepted. Xerox has the right to waive any of the foregoing conditions with respect to the Notes and to consummate the Offer. In addition, Xerox has the right, in its sole discretion, to terminate the Offer at any time, subject to 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 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,” “driving,” and similar expressions, as they relate to us, our performance and/or our technology, 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: the effects of the COVID-19 pandemic on our and our customers' businesses and the duration and extent to which this will impact our future results of operations and overall financial performance; 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; our ability to attract and retain key personnel; changes in economic and political conditions, trade protection measures, licensing requirements and tax laws in the United States and in the foreign countries in which we do business; the imposition of new or incremental trade protection measures such as tariffs and import or export restrictions; 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 confidential and/or individually identifiable information of ours, our customers, clients and employees could be inadvertently disclosed or disclosed as a result of a breach of our security systems due to cyber attacks or other intentional acts; reliance on third parties, including subcontractors, for manufacturing of products and provision of services; the exit of the United Kingdom from the European Union; our ability to manage changes in the printing environment 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; any impacts resulting from the restructuring of our relationship with Fujifilm Holdings Corporation; the shared services arrangements entered into by us as part of Project Own It; whether CareAR’s service experience management platform will achieve expectations regarding customer adoption, integration with ServiceNow’s platform, and cost and carbon emission reduction; the financial performance of CareAR, including projected revenue for fiscal years 2022 and beyond; the financial performance of FITTLE, including projected revenue for fiscal years 2022 and beyond; and the ability of PARC to successfully monetize its technology and the products of its research. Additional risks that may affect Xerox’s operations 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 Xerox Holdings Corporation’s and Xerox Corporation’s combined 2020 Annual Report on Form 10-K, as well as in Xerox Holdings Corporation's and Xerox Corporation's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC.

These forward-looking statements speak only as of the date of this presentation or as of the date to which they refer, and 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.

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