Xerox (XRX) abandoned its proposed $6.1 billion deal with Fujifilm and agreed to hand over the company’s leadership to a new management team. These decisions were reached as part of a settlement with activist investors Carl Icahn and Darwin Deason, who were against the deal from the start.
In January, Xerox and Fujifilm entered into an agreement under which Xerox would have merged into their Asian JV Fuji Xerox, and later Fujifilm would have taken control of the new entity by acquiring a majority stake in it.
Icahn and Deason, who opposed the deal as they believed it undervalued Xerox, launched a proxy fight. The two investors also expressed discontent over the existing JV structure. Fujifilm must now raise its offer, or Xerox will look for new bids. Icahn and Deason said they would look at bids of $40 a share or more.
Fujifilm has not taken the termination well and stated that Xerox does not have the right to end the deal on its own and that Fujifilm would look at all available options including legal action. However, Fujifilm added that it was not at an entire loss as the market had been skeptical of the deal because it was not beneficial for Fujifilm to get into the copier business with Xerox as it lacked growth potential.
Icahn and Deason said they would look at bids of $40 a share or more.
As per the new settlement, current CEO Jeff Jacobson will step down along with five other directors. John Visentin is expected to take over as the new CEO with Keith Cozza as chairman. Xerox said its new board would start exploring all strategic alternatives to maximize shareholder value.
Xerox stated that despite asking Fujifilm repeatedly to start deal negotiations with improved terms, the company did not do so. Xerox also said that part of the reason it decided to end the deal was that there were material deviations in the financial statements of Fuji Xerox, and Fujifilm did not provide the audited financials on time. Fujifilm did not comment on this issue.
In the latest update, Fujifilm said it was not going to offer any updated terms for the Xerox deal even though it intended to pursue the merger. Fujifilm said it would present its offer again but also added that it was not desperate to conclude any terms that were not rational. Carl Icahn, on the other hand, stated that he was pleased that the deal was terminated and termed the settlement a new beginning for Xerox.