Seeking to Derail Xerox Merger, Deason Demands to Nominate New Directors to Xerox Board

Darwin Deason

The battle of two activist investors, Carl Icahn and Darwin Deason, to block a proposed merger of Xerox with Fuji Xerox, with Fujifilm of Japan obtaining a controlling interest, continues, this time with Reuters reporting that Deason is seeks to nominate a full slate of new Xerox board members at Xerox’s upcoming shareholder meeting to be held in May 2018.

According to Reuters, yesterday, Deason sought to nominate a full slate of directors to Xerox board at the company’s May meeting, despite missing a deadline for putting forth directors. There are currently 10 directors on Xerox’s board. Deason says Xerox shareholders should have a chance to vote on all members of the Xerox Board of Directors at the meeting in May.

Deason filed a lawsuit earlier this month seeking to block the merger, under which Fujifilm would purchase a controlling 50.1 percent of share in the new merged company for $6.1 billion, and current Xerox CEO Jeff Jacobson would be the new Xerox-Fuji Xerox, with the new company having two headquarters, one in Connecticut in the United States, and one in Tokyo, Japan.

Together, Deason and Icahn own about 15 percent of Xerox shares. They’ve argued that the proposed transaction dramatically undervalues Xerox and “disproportionately” favors Fujifilm, and that Xerox and its shareholders would be better off with Xerox sold to a competitor or a private-equity firm.

Fuji Xerox is Xerox and Fujifilm’s five-decade-old joint copier/MFP venture that focuses on the Asia-Pacific region, which Icahn and Deason argue has a previously undisclosed “crown jewel” lock-up right that gives Fujifilm control over Xerox’s intellectual property and manufacturing rights in the Asia-Pacific market if Xerox sells a 30-percent stake to another suitor, according to Deason’s lawsuit.

Deason said that he has a right to nominate directors, despite missing a deadline, because the current board had made a series of significant decisions and disclosures material to stockholders after the deadline.

Xerox has stated that the proposed merger is the best path forward for Xerox, and that both Icahn and Deason knew about the Fuji Xerox joint venture agreement’s details.

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