“In reaching this determination, the Board also considered the highly conditional and uncertain nature of the proposal, including the potential impact of outsized debt levels on the combined company’s stock,” HP said in the letter, which was signed by CEO Enrique Lores and Chairman Chip Bergh.

In the letter, HP said that it has “great confidence in our strategy and our ability to execute to continue driving sustainable long-term value at HP. In addition, the Board and management team continue to take actions to enhance shareholder value including the deployment of our strong balance sheet for increased repurchases of our significantly undervalued stock and for value-creating M&A.”

HP didn’t completely rule out a combination of the two printer companies and said it is open to talking to Xerox.

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