Fujifilm to Sue Xerox over Scrapped Xerox-Fuji Xerox Merger Deal

Fujifilm of Tokyo, Japan, is angry over Xerox’s termination of its proposed majority buyout by Fujfilm and the merger of Xerox with Fuji Xerox, Xerox’s decades-old joint venture with Fujifilm. Reuters reports that a senior Fujifilm executive stated today that Xerox didn’t have the right to scrap the $6.1 billion deal.

Fujfilm Chief Operating Officer Kenji Sukeno said at a news briefing: “We are currently in talks with lawyers on the schedule for filing the lawsuit and plan to go to court as soon as possible.”

Sukeno said Fujifilm will point out through litigation that Xerox has no legal right to unilaterally terminate the deal and that the deal is in the best interests of Xerox shareholders.

Sukeno also said that if the new Xerox board makes new proposal, Fujiflm “would consider them only when they benefit Fujiflm shareholders,” adding, “We don’t need to be in a rush to close this deal. We are not bound by time. Icahn and fellow activist investor Darwin Deason have stated that they would still be open to a bid from Fujifilm, but have also demanded an all-cash offer of $40 or more per share. Under the scrapped deal with Fujifilm, Xerox shareholders would have received $28 per share. Xerox is currently trading at about $28 per share.

In his public comments, Fujiflm’s Sukeno also argued: “The contract that ties the two companies together is still valid. We will push for the legality of it. There was a legal contract that everyone agreed on, and after that a few shareholders wanted to put a stop to it.”

Bloomberg also reported that Sukeno said that wants to explain to Xerox shareholders that the merger with Fuji Xerox is the only option for Xerox to grow and have a future. A combined entity would be more efficient, he said.

This week, the Xerox board appointed Icahn-consultant John Visentin as the new Xerox CEO, and five Xerox board members resigned, replaced by Icahn-friendly directors, including a new Xerox board chairman, Keith Cozza, who is CEO of Icahn Enterprises.

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