Xerox, Fujifilm Said to be Renegotiating Proposed Merger; Other Interested Buyer Revealed
The proposed deal, which was announced in January 2018, would enable Fujifilm to acquire 50.1 percent of Xerox for $6.1 billion; Xerox would then be combined with Fuji Xerox. Xerox shareholders would be paid $2.5 billion in a special dividend. Current CEO Jeff Jacobson would be CEO of the new combined company.Also included in court papers was a December 2017 letter from Xerox board member Cheryl Gordon Krongard to Xerox Board Chairman Robert Keegan, expressing concern that Xerox CEO Jeff Jacobson was not the right man for the job, since he continued negotiations after being instructed not to. In the letter, Krongard wrote: “He blatantly violated a clear directive. We have a rogue executive.” Activist investors Carl Icahn and Darwin Deason, who have been seeking to stop the proposed deal, have said that Jacobson continued to negotiate a deal with Fujifilm even after the Xerox board told him not to.
According to Institutional Investor, a presentation from Deason in court this week included a claim that Xerox’s board had received an inquiry from Hewlett-Packard about a possible deal in January 2018, but that Jacobson and Xerox’s board did not give HP enough time and told the company it had to make a proposal “aggressively and quickly.”
Deason’s presentation also claimed that Xerox’s board had received an inquiry from Hewlett-Packard about a possible deal in January but that Jacobson and Xerox’s board did not give HP enough time and told the company it had to make a proposal “aggressively and quickly.”
However, Xerox stated yesterday that Jacobson has always conducted himself with the utmost integrity as CEO, and in negotiations with Fujifilm, and that he at no point exceeded the authority granted to him by the board.
On Wednesday, Xerox also said that Xerox shareholders should disregard information from Icahn and Deason, stating the two are conducting a “highly disingenuous campaign” that distorts and omits key facts about Xerox and the proposed merger.
The Xerox statement is as follows: :”Informed readers will clearly see numerous misrepresentations and computational errors, including those regarding the company’s debt balance, valuation multiple, margin structure, solid accounting policies, and current management’s track record of strong execution.”
Xerox shareholders will vote on the proposed deal next month.
- April 2018: Icahn, Deason, Accuse Fujifilm, Xerox CEO of Deceiving Xerox Board
- April 2018: Deason, Icahn, Urge Xerox Partnership with HP, Apple, Others, Monetization of IP
- April 2018: Deason Alleges Xerox CEO Disregarded Board in Pursuing Fujifilm Deal
- March 2018: Icahn Recruits Former IBM, HP Exec in Continuing Bid to Stop Xerox-Fuji Xerox Merger
- March 2018: Xerox-Fuji Xerox Merger May be Good for Xerox Shareholders – But Is It Good for Fujifilm?
- March 2018: Refuting Icahn, Deason, New Xerox Shareholder Letter Lays Out Benefits of Proposed Merger with Fuji Xerox
- March 2018: Deason Sues to Replace Xerox Board; New Joint Deason-Icahn Letter
- March 2018: Xerox Tells Deason: Forget Nominating Any Board Members
- February 2018: This Week in Imaging: Icahn, Deason Say Sell Xerox to Competitor or PE – But Who Would Buy?
- February 2018: Icahn, Deason Propose Sale of Xerox to Competitor or Private-Equity Firm
- February 2018: This Week in Imaging: Fujifilm Envisions the New Combined Xerox-Fuji Xerox
- February 2018: Xerox Responds to Icahn, Deason’s ‘Misguided Campaign’ to Undermine Proposed Fuji Xerox Merger
- February 2018: Seeking to Derail Xerox Merger, Deason Demands to Nominate New Directors to Xerox Board
- February 2018: Deason Files Lawsuit to Block Fujifilm Takeover of Xerox; Xerox Responds to Criticism
- January 2018: Xerox and Fujifilm Announce Agreement for Xerox to Merge with Fuji Xerox