Under the agreement announced yesterday, Carl Icahn consultant and former Hewlett-Packard and IBM executive John Visentin will be the new vice chairman of the Xerox board and new Xerox CEO, and various Xerox board members resigned
Robert J. Keegan, Charles Prince, Ann N. Reese, William Curt Hunter, and Stephen H. Rusckowski each resigned from the Xerox Board of Directors.
Amid all the back-and-forth on the proposed Xerox-Fujifilm deal between the Xerox Board of Directors and Carl Icahn and Darwin......
“Through all the external noise there is something that remains very constant and clear – our commitment to you. Beyond the headlines is a team of people who ARE Xerox. We are the 35,000 people who come to work every day to create great products and solutions, and to deliver great service to our customers and partners around the world.”
Icahn and Deason claim they have been “approached by pretty much every major financial sponsor, and they have all expressed interest in Xerox.”
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.”
A private-equity deal may also be in the works: on May 2nd Reuters reported that buy-out firm Appollo Global is approaching Xerox with possible acquisition in mind. Meanwhile, Fujifilm said it will appeal the court order blocking the deal.
“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.
Xerox’s Keegan was speaking as part of a court hearing involving Xerox shareholder Deason’s lawsuit, which was filed in March 2018, to block Xerox’s deal with Fujifilm and also nominate directors to Xerox’s board.
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.