Xerox Holdings said it will take its $33 billion takeover bid for HP Inc. to shareholders if HP doesn’t reconsider the offer. Photo: Elise Amendola/Associated Press

Xerox Holdings Corp. said in a letter to HP Inc. ’s board of directors that it would take its $33 billion takeover bid to HP’s shareholders if the company doesn’t reconsider Xerox’s acquisition offer by Nov. 25.

Xerox Chief Executive and Vice Chairman John Visentin said in the letter on Thursday that Xerox is “very surprised” that HP’s board rejected the buyout offer of $22 a share, which comprises $17 in cash and 0.137 Xerox share for each HP share.

HP rejected Xerox’s offer Sunday as too low and not in the best interests of its shareholders. It expressed a willingness to discuss a deal to combine with its smaller rival, though, saying it needed more information about Xerox’s business, through a process known as due diligence.

Mr. Visentin said he finds HP’s reasoning for rejecting the buyout confusing, as HP’s financial adviser, Goldman Sachs & Co., had set a $14 price target with a “sell” rating for its stock in October.

Goldman Sachs said Thursday that the price target is no longer effective.

Xerox said its offer represents a 57% premium to Goldman’s price target and a 29% premium to HP’s 30-day volume-weighted average trading price of $17.

HP didn’t respond to a request for comment.

If the two companies aren’t able to agree on a mutual due-diligence process by 5 p.m. Eastern time on Nov. 25, Xerox said it would take its case directly to HP’s shareholders.

Xerox said it remains willing to devote the resources necessary to complete mutual due diligence over the next three weeks and confirm the cost and revenue benefits it sees if the two companies combine.

Xerox said it encourages HP “not to sanction further delay in light of our extensive discussions to date.”

Shares of Xerox closed 1% higher Thursday; HP shares closed down 0.3%.

The companies dominate different areas of the printer market and have been cutting costs as the need for printed documents declines.

Xerox, based in Norwalk, Conn., has in recent months held discussions with Palo Alto, Calif.-based HP, but the companies weren’t in talks when Xerox made the offer.

Xerox primarily makes large printers and copy machines, while HP mainly sells smaller printers and printing supplies. HP is also one of the biggest PC makers in the world, though its printer business is more lucrative.

The potential union has received the support of activist investor Carl Icahn, who told The Wall Street Journal earlier this month that the combination is a “no-brainer” that would increase returns for shareholders of both companies.

Mr. Icahn has a long history with Xerox, in which he owns a 10.6% stake, and he revealed a 4.24% investment in HP that makes him its fifth-largest shareholder, according to FactSet.

HP is set to report its fiscal fourth-quarter results Nov. 26.

Write to Dave Sebastian at dave.sebastian@wsj.com

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