‘That Price is Too High’ Says Fujfilm CEO of Icahn Offer

This week, Fujfilm CEO Shigetaka Komori said that he would wait six months before walking away from acquiring Xerox if a deal isn’t reached, with Fortune reporting that Komoroi is objecting to a $40 per share or more offer from activist investors Carl Icahn and Darwin Deason.

In January 2018, Xerox announced a complicated proposed deal under which it would be sold to Fujiflm of Tokyo, Japan, for $6.1 billion and then be merged with Fuji Xerox, Xerox’s decades-old joint venture with Fujifilm. Fujifilm would have had a controlling 50.1 percent interest in the new combined company. Xerox scrapped that deal last month under pressure from Icahn and Deason, the latter of which filed a lawsuit that resulted in an injunction preventing a Xerox shareholder vote on the deal.

Both Icahn and Deason have objected that the deal undervalued Xerox, and said instead that they would be open to offers of $40 or more per share. Xerox is currently trading at about $27 per share; before the deal was scrapped last month, it was trading at about $29 per share.

“That price is too high,” said CEO Shigetaka Komori in a media briefing yesterday. “We won’t do it. We have our own shareholders that we have to think about.”

Fujiflm has also brought legal action against Xerox to enable a vote on the now-scrapped deal, and also intends to file a lawsuit seeking damages from Xerox that may entail a $183 million termination fee for Fujiflm.

Both Icahn and Deason, who together own the majority of Xerox shares, about 15 percent altogether, have proposed various options for Xerox, including sale to a competitor, private-equity firm, or to a company in the PC market that doesn’t market printers and copiers. Neither have ruled out a sale to Fujifilm, with Deason saying that cutting a new deal with Fujifilm could be “the very best thing to do.”

Fujifilm has said that taking control of Xerox “is the only option for the American company to have a future,” and has emphasized that it’s waiting for Xerox to come up with a new offer.

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