Icahn and Deason claim they have been “approached by pretty much every major financial sponsor, and they have all expressed interest in Xerox.”
Tagged: Carl Icahn
In the letter, the board noted that Icahn and Deason have targeted management and the board with “personal, unsubstantiated attacks that we believe have been damaging to Xerox.”
Xerox had asked that its appeal be heard quickly, “concerned that a delay might endanger the proposed deal.”
“We see several paths to victory – but none of them involve selling a 50.1% interest in Xerox in a deal that offers no control premium and leaves shareholders vulnerable to oppression by an overlord that is embroiled in an ever-widening accounting scandal,” said Icahn and Deason.
“Over the next few months, we intend to see that ‘massively conflicted’ Jeff Jacobson and old guard directors like Bob Keegan, Ann Reese and Chuck Prince, who have already done so much damage to the company, and are continuing to do more damage with these actions, are held fully and personally liable for their misconduct.”
The appeal also states that the decision harms Xerox shareholders by preventing them from voting on the proposed Xerox-Fuji Xerox merger that the Xerox board concluded was both “value-maximizing and the only available option.”
“The brazen self-interest of the Xerox Board defies description,” stated Carl Icahn, who blamed the Xerox board for letting the deal expire.
Fujifilm will review its plan to purchase Xerox for $6.1 billion, but also is said to have expressed serious concerns over the new developments.
The new Xerox board will meet immediately to discuss alternatives to the proposed Xerox-Fuji Xerox merger.
Deason argues that Xerox CEO Jeff Jacobson “acted without authorization” to negotiate a deal with Fujifilm, a deal that is is said to have “preserved his job at the expense of shareholder value.
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.
Xerox shareholders will vote on the proposed merger of Xerox with Fuji Xerox sometime next month.
On April 17th, activist investors Carl Icahn and Darwin Deason, seeking to stop Fujifilm’s acquisition of Xerox for $6.1 billion and the creation of a new combined Xerox-Fuji Xerox, released a detailed presentation, Rescuing and Revitalizing an American Icon, that presents alternatives to the proposed deal.
In the letter, the two investors, who together hold approximately 15 percent of Xerox shares, state that “Both the substance of the proposed value-destroying transaction and the conflict-tainted process by which it was hatched are an insult to long-suffering Xerox shareholders and make a mockery of well-established corporate governance norms.”
In Deason’s complaint, he refers to the president of another company making an inquiry about “combining” with Xerox.
In this most recent letter, Icahn argues that there is “tremendous value in a stand-alone Xerox with new management.”