Personal computer and printer maker HP Inc. said today it’s adopting a limited-duration shareholder rights plan to try to stave off a hostile takeover attempt from the much smaller Xerox Corp.

The plan, a variation on what’s commonly known as a poison pill, would make any takeover much more difficult to pull off because it would impose a significant penalty on any person or group that acquires more than 20% of its outstanding shares of common stock without the approval of HP’s board of directors, the company said in a statement.

The plan doesn’t block any takeover attempt from being made, but the company said it’s designed to safeguard against any coercive tactics Xerox might use to gain control of the company without paying all shareholders an appropriate premium. Rather, the company said, it encourages Xerox to negotiate directly with HP’s board of directors.

Xerox views the situation differently. “The HP board clearly adopted a poison pill because our offer is receiving overwhelming support from their shareholders,” the company said in a statement. “Regardless of what the company and its army of advisors announce Monday, we believe HP shareholders appreciate that the value we could create by combining Xerox and HP outweighs — and is incremental to — anything HP could achieve on its own. Despite the HP board’s intention to deny shareholders the chance to choose for themselves, we will press ahead with our previously announced tender offer and electing our slate of highly qualified director candidates.”

Xerox previously announced it will make a new tender offer for HP’s shares in March valued at $24 per share in cash and stock, up from its original offer of $22 per share. For each HP share, shareholders would be paid $18.40 in cash and receive 0.149 Xerox shares. The offer won’t be subject to any conditions related to financing or due diligence.

HP has promised to respond to the offer on Feb. 24 when it reports its earnings.

In a statement, HP Chairman Chip Bergh said the new rights plan is being adopted because the board believes it’s essential that shareholders get “sufficient time and full information” when considering any offer from Xerox.

“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,” Bergh said.

Xerox’s argument for joining forces is that it would make it easier for the combined company to deal with headwinds in the printer and copier market. A merger, the company said in an investor presentation, would make it possible to realize a revenue uplift of $1 billion to $1.5 billion in three years. Xerox also says that integrating with HP would save the combined company $2 billion in annual expenses.

The company’s proposal has won support on Wall Street from the activist hedge fund manager Carl Icahn, who owns 11% stake in Xerox and almost 5% of HP. Icahn previously attempted and failed to block a bid by Dell Technologies Inc. to go private in 2013.

Icahn’s involvement in Xerox’s takeover bid is likely what prompted HP’s board to adopt the poison pill approach, since the concept was in fact first designed to block similar attempts by the activist investor in the past, Rob Enderle, an analyst with the Enderle Group, told SiliconANGLE.

He said Icahn has become less successful as an activist investor over time because a lot of effort has been made into figuring out ways of preventing him from taking over control of companies. And the poison pill is the most effective method, he said.

“HP’s poison pill strategy appears to be the latest iteration of this approach, and it has evolved,” Enderle said. “HP is a Silicon Valley treasure, part of the area’s garage startup heritage, and there are a lot of people that will go to incredible efforts to protect that legacy and prevent someone like Icahn from striking it down. I wouldn’t use the term desperate, but Carl is capable and well-funded, and this shows that HP’s management is taking the threat seriously and getting the help they need to stay alive.”

Constellation Research Inc. analyst Holger Mueller said the most pressing question for HP’s shareholders now is who will serve them better: HP’s current executive team or Xerox’s.

“That’s the question shareholders need to answer and we will see latest at HP’s annual conference if they approve this tactic,” Muller said. “But we can assume HP’s management checked on that before.”

Xerox is also pursuing a second tactic to gain control of HP. It plans to ask HP’s investors to replace the company’s board with 11 of its own director candidates. A vote is on the matter slated to take place during HP’s shareholder meeting this summer.

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