Xerox refused to merge with Fujifilm

Xerox terminates agreement to merge with Fujifilm

Xerox terminates agreement to merge with Fujifilm

In the latest extraordinary turn of events surrounding the on-off takeover saga, Xerox announced yesterday evening (13 May) that it had reached a further settlement agreement with activist investors Carl Icahn and Darwin Deason.

In a statement on its website, Xerox cited "material deviations" in the audited financials of an existing joint venture known as Fuji Xerox that is controlled by Fujifilm. "Despite our perseverance, Fujifilm has not given assurances that intends to do so within a reasonable time", the message reads Xerox.

Xerox said earlier this month that it was seeking better terms for a proposed merger with Fujifilm. The settlement agreement resolves the pending proxy contest in connection with the company's 2018 Annual Meeting of Shareholders and Mr. Deason's litigation against Xerox and its directors.

The two companies had agreed in January to a complex deal that would have merged Xerox into their Asia joint venture Fuji Xerox and given Fujifilm control.

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Former Xerox CEO, Jeff Jacobson, is set to be replaced by Ex-IBM and Hewlett-Packard executive, John Visentin, whilst Icahn Enterprises' Keith Cozza has been named Board Chairman.

Fujifilm said it would urge the new board of Xerox to reconsider.

Keith Cozza, now CEO of Icahn Enterprises, is set to be the new chairman of Xerox. He was hired back in March by Icahn and Deason as a consultant in their campaign to try and block the Fuji deal. Fujifilm has said it's appealing a U.S. court injunction blocking the takeover.

"We are extremely pleased that Xerox finally terminated the ill-advised scheme to cede control of the company to Fujifilm", he said.

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"The transaction can not reasonably be expected to be completed under these circumstances, particularly given the court's injunction of the transaction and the lack of shareholder support for the transaction on current terms, as well as the unresolved accounting issues at Fuji Xerox", the company asserts in a statement. He also claimed in the lawsuit that the company's board breached its fiduciary duties.

The new Board of Directors plans to meet immediately and, among other things, begin a process to evaluate all strategic alternatives to maximize shareholder value.

The iconic USA printer and copier company announced the move in a statement late Sunday, saying it had reached a new agreement with activist investors Carl Icahn and Darwin Deason, who had bitterly opposed the Fujifilm deal.

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