Xerox drops Fujifilm merger plan, strikes a deal with activists

Credit Emily Hunt  for WXXI News

Xerox has called off its transaction agreement with Fujifilm, choosing instead to side with activist investors Carl Icahn and Darwin Deason, the company said Sunday.

Icahn and Deason together own 15 percent of Xerox. The two adamantly opposed the merger with Fujifilm because they believed that it undervalued the company.

Under the terms of the settlement agreement, Xerox appointed five new members to its Board of Directors: Jonathan Christodoro, Keith Cozza, Nicholas Graziano, Scott Letier and John Visentin.

"Over the past several weeks, the Xerox Board has repeatedly requested that Fujifilm immediately enter into negotiations on improved terms for a proposed transaction".

The US photocopier and printer manufacturer affirm Fujifilm failed to provide audited financials in an "acceptable" timeframe, therefore impairing its ability to finalise the transaction.

Xerox said it believes that the transaction can not reasonably be expected to be completed under the circumstances, particularly given the court injunction and that shareholders didn't support it on current terms, as well as unresolved accounting issues at Fuji Xerox.

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Mr Icahn welcomed the outcome, stating "we have been exceptionally delighted that Xerox lastly declared the ill advised strategy to seize charge of the business to Fujifilm".

Fujifilm (fujiy) on Monday said it "disputes Xerox's unilateral decision" and is "reviewing all of our available options, including bringing a legal action seeking damages".

Icahn and Deason are known for vocally criticising Xerox's leadership team, specifically its decision to allegedly erode shareholder value, by entering into a deal with Japanese Fujifilm. Amid pressure from Icahn and Deason, the company had said last week it intends to resume discussions with Xerox on a potential combination on "superior terms", but it had not received a new proposal from the American company.

Icahn and Deason have said they would consider an all-cash bid of at least $40 per share.

Fujifilm had said last week it meant to resume discussions with Xerox on a potential combination on "superior terms", but it hadn't received a new proposal from the USA company.

Chief Executive Jeff Jacobson also resigned from his role and from the board. He had also been a candidate under consideration by the old board to replace Jacobson as recently as a year ago, according to court documents.

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