The latest offer comprises $18.40 in cash and 0.149 Xerox shares for each HP share, valuing the company at about $35 billion.
The US printer maker first made a $33.5 billion cash-and-stock offer for HP, a company more than three times its size, in November. HP's board had then rejected the offer, saying it significantly undervalued the company.
Shares of HP were up more than 5% at $22.86 in trading before the bell.
Xerox said last month it plans to nominate 11 independent candidates to HP's board and that it had secured $24 billion in financing for the offer.
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