(Bloomberg) — Xerox Holdings Corp.’s largest shareholder made a suggestion as the printer maker was preparing to go public with its takeover offer for HP Inc. in November: buy us instead.

Activist investor Carl Icahn raised the idea of HP acquiring Xerox for $45 a share in a phone call with HP Chief Executive Officer Enrique Lores in November, according to people familiar with the matter. HP executives viewed the proposal as over-valuing Xerox and decided not to pursue it, said the people, who asked to not be identified because the matter isn’t public.

Icahn, who owns about 11{c34e2c9cd63a11c97fab811dbaaefe0cfbb1edd2527888e1a44d36f3491ee811} of Xerox and 4.3{c34e2c9cd63a11c97fab811dbaaefe0cfbb1edd2527888e1a44d36f3491ee811} of HP, continues to push publicly for a tie-up.

Icahn on Thursday said he recalled the conversation with Lores in November but didn’t want sell his Xerox stake.

“I certainly did not offer my stock in Xerox in that discussion or, for that matter, in any discussion,” he said in an interview. “Frankly, I am getting tired of anonymous statements that keep popping up alleging that my stock in Xerox is for sale, which couldn’t be further from the truth, because I believe so strongly in the synergies that exist in a combination between Xerox and HP and I certainly want to own a piece of those synergies.”

Icahn said, as a large shareholder in both companies, he was fully supportive of Xerox’s offer for HP and Xerox’s Chief Executive Officer John Visentin, who he said should run the combined company.

Peace, War

“I do believe peace is better than war and therefore I would support a consensual deal if the boards presented an acceptable one to shareholders,” he said. “The make-up of the board or who is chairman is not nearly as important as who the management team of the company is. In this case, to garner the great synergies that exist, it is of paramount importance that John Visentin and his team are the surviving management of the combined company.”

He said he wouldn’t support a consensual deal if that was not the case.

Representatives Xerox and HP didn’t immediately respond to a request for comment.

Rights Plan

HP on Thursday adopted a shareholder rights plan that would make Xerox’s takeover more difficult to carry out.

The move came ahead of a crucial week for the takeover tussle, when HP is preparing to outline a plan for self-improvement in response to Xerox’s $34 billion takeover campaign.

HP is preparing to announce that it will take on new debt to release billions of dollars to shareholders by acquiring its own shares and paying out special dividends, the people said. The exact size and timing of the buybacks and dividends aren’t clear.

The move follows criticism from HP that Xerox’s proposal depends on it leveraging the larger company’s balance sheet to fund a takeover. Xerox’s $24 a share offer would be funded largely by new debt.

With borrowings of $5.1 billion, HP had a total debt-to-earnings ratio of 1.1 times for the 12 months ending Oct. 31, according to data compiled by Bloomberg.

Cost-Saving Push

HP’s plans will also include a detailed cost-saving push, the people said.

The measures are aimed at addressing shareholders ahead of a vote later this year where Xerox is trying to replace the board. One of the people said that the decision to return capital to shareholders was the result of conversations with some of HP’s largest investors who had expressed a desire for the company to use its balance sheet more aggressively.

HP intends to disclose the details of its plan on Feb. 24 when it reports earnings, the people said. The company had said it planned to respond to Xerox’s planned tender offer on that date.

HP rose about 1{c34e2c9cd63a11c97fab811dbaaefe0cfbb1edd2527888e1a44d36f3491ee811} to close at $22.64 on Thursday, giving the company a market value of about $32.9 billion. Xerox was little changed at $36.78, giving it a market value of about $8 billion.

–With assistance from Nico Grant and Michael Hytha.

To contact the reporters on this story: Ed Hammond in New York at ehammond12@bloomberg.net;Scott Deveau in New York at sdeveau2@bloomberg.net

To contact the editors responsible for this story: Elizabeth Fournier at efournier5@bloomberg.net, Matthew Monks, Liana Baker

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Icahn Suggested HP Buy Xerox With Offer About to Go Public