Xerox Corp. (XRX) Announces Board Approval of Separation Terms (CNDT)

November 8, 2016 6:47 AM EST

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Xerox (NYSE: XRX) announced that its board of directors has approved the terms of Xerox’s separation into two independent, publicly traded companies and declared a pro rata dividend of the outstanding shares of Conduent common stock.

On the distribution date of Dec. 31, 2016, Xerox shareholders will receive one share of Conduent common stock for every five shares of Xerox common stock they hold as of the close of business on Dec. 15, 2016, the record date for the distribution. The distribution is subject to the satisfaction or waiver of certain conditions.

No action or payment is required by Xerox shareholders to receive the shares of Conduent common stock or cash in lieu of fractional shares. An Information Statement containing details regarding the distribution of the shares of Conduent common stock and Conduent's business and management following the spin-off will be made available to Xerox shareholders prior to the distribution date.

Fractional shares of Conduent common stock will not be distributed to Xerox shareholders. Instead, the fractional shares of Conduent common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to the Xerox shareholders, who would otherwise receive a fractional share of Conduent common stock.

For U.S. federal income tax purposes, Xerox’s U.S. shareholders (other than those subject to special rules) generally should not recognize gain or loss as a result of the distribution of Conduent shares, except with respect to cash received in lieu of fractional shares. Xerox shareholders are urged to consult with their tax advisors with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the spin-off.

Beginning on or about Dec.13, 2016 and continuing until the distribution date, it is expected that Conduent common stock will trade on a “when issued” basis on the New York Stock Exchange (“NYSE”) under the ticker symbol “CNDT WI”. On Tuesday, Jan. 3, 2017, when-issued trading of Conduent common stock will end and Conduent common stock will begin trading “regular way” on the NYSE under the ticker symbol “CNDT”. Xerox will continue to trade on the NYSE under the ticker symbol “XRX”.

Also beginning on or about Dec. 13, 2016 and continuing up to the distribution date, it is expected that there will be two markets in Xerox common stock. Xerox shares that trade in the “regular-way” market under the symbol “XRX” will trade with an entitlement to shares of Conduent common stock to be distributed pursuant to the distribution. Xerox shares that trade in the “ex-distribution” market under the symbol “XRX WI” will trade without an entitlement to shares of Conduent common stock. Xerox shareholders who sell their shares in the "regular-way" market before the distribution date, will also be selling their entitlement to receive Conduent ordinary shares in the distribution. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling Xerox common stock on or before the distribution date.

About Conduent

Conduent is an industry leading provider of business process services with expertise in transaction-intensive processing, analytics and automation. We are changing the way businesses and governments interact with the people they serve, creating client value by modernizing and improving the constituent experience in areas such as healthcare, transportation solutions, customer care, and digital payments. Conduent’s differentiated offerings touch millions of lives every day, including two-thirds of all insured patients in the U.S. and nearly nine million people who travel through toll systems daily. Learn more at www.conduent.com.



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