HP, fighting off a hostile acquisition bid by Xerox, has adopted a shareholder rights plan that would make the takeover more difficult to carry out.

If a person or group acquires 20% or more of HP’s stock, the plan would let other shareholders boost their voting power and dividends, HP said on Thursday in a statement.

The plan “guards against coercive tactics to gain control without paying all shareholders an appropriate premium for that control”, the company said. The programme wouldn’t block a merger or takeover, but would “encourage Xerox (or anyone else seeking to acquire the company) to negotiate with the board”, the Palo Alto, California-based computer maker said.

Xerox has said it will launch a tender offer “on or around 2 March” for HP shares valued at US$24 in cash and stock. For each HP share, a holder would get $18.40 in cash and 0.149 Xerox shares. The offer won’t be subject to any conditions related to financing or due diligence, Xerox said. HP has promised a full response on 24 February when it reports earnings and exits a quiet period. Norwalk, Connecticut-based Xerox already had started a proxy fight, last week nominating 11 candidates for HP’s board to help close the deal.

‘A threat’

“As we have previously said, we are very concerned about Xerox’s aggressive and rushed tactics, and any process that is not based on full information is a threat to our shareholders,” Chip Bergh, HP’s chairman, said in the statement.

The shareholder rights plan “works by imposing a significant penalty upon any person or group that acquires 20% or more of the outstanding shares of HP common stock without the approval of the board”, HP said in a filing.