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Xerox in hot water after Fujifilm court win

by on17 October 2018

Starting to regret listening to those activist investors

Xerox is probably regretting backing down in a planned merger with Fujifilm and firing the CEO who pushed it through.

Fujifilm won an appeal in its legal battles with Xerox with a New York court overturning preliminary injunctions requested by an activist investor that had blocked their planned merger.

Xerox in May scrapped a $6.1 billion deal with Fujifilm in a settlement with investors Carl Icahn and Darwin Deason that also handed control of the US photocopier giant to new management.

However, the ruling by the New York State Appellate Court could give the Japanese firm leverage to bring Xerox management back to the negotiating table.

Fujifilm is also suing Xerox in a separate US suit that seeks well over $1 billion, accusing it of breach of contract in abandoning the deal.

Xerox’s new management, backed by Icahn and Deason, is opposed to the proposed merger and the only way for Fujifilm to gain any traction with Xerox now is to raise its offer.

Fujifilm said in a statement it stands by its view that the originally planned merger remains the best option for the shareholders of both companies.

“The Court’s decision will allow us to discuss with Xerox the fulfilment of the original agreement. All Xerox shareholders ought to be able to decide for themselves the operational, financial, and strategic merits of the transaction to combine Fuji Xerox and Xerox”,  it said.

The New York court found in its 16 October ruling that Xerox’s former CEO Jeff Jacobson had neither misled or misinformed the board.

“The board, which engaged outside advisors and discussed the proposed transaction on numerous occasions prior to voting on agreeing to present it to the shareholders, did not engage in a mere post hoc review, nor was the transaction unreasonable on its face”, the ruling also said.

The US firm is now led by John Visentin who worked as a consultant to Icahn in the proxy fight.

Fujifilm Chief Executive Shigetaka Komori said in June the company was “not opposed to considering any new proposal from the new Xerox board” but added many of its shareholders were demanding that its money would be better off spent on its healthcare businesses.

Last modified on 17 October 2018
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