Xerox Corp said its CEO and several board members will step down to settle a suit brought by activist shareholders who had opposed a $6.1 billion deal with Japan's Fujifilm Holdings. Shareholders Carl Icahn and Darwin Deason had led a battle over a deal to combine the US company into an existing joint venture, Fuji Xerox.
Chief Executive Jeff Jacobson and six other board members agreed to step down as part of an agreement to resolve the pending proxy battle, Xerox said in a statement.
Xerox's current board said in a statement that after shareholder feedback on the proposed combination with Fuji Xerox, Xerox approached Fujifilm regarding a potential increase in consideration to be received by Xerox shareholders. As yet, Fujifilm has not made a proposal to enhance the transaction terms, the statement added.
The new board of directors plans to meet immediately to evaluate strategic alternatives which include terminating or restructuring Xerox's relationship with Fujifilm and the proposed transaction with Fujifilm.
The two companies had sought to gain scale and cut costs as demand for office printing equipment declines. But the shareholders argued the deal undervalued Xerox, and that Jacobson had pursued a deal with Fujifilm even after the board advised him to halt negotiations.
Fujifilm to file objection
Fujifilm Holdings said it would file an objection with a US court over a settlement announced earlier between Xerox Corp and activist shareholders who oppose a $6.1 billion deal between the two companies. “We have serious concerns about the announced settlement and we intend to file our objections with the Court shortly,” Fujifilm said in a statement on Wednesday.
“We believe the combination of Xerox and Fuji Xerox is the best option to provide exceptional value to shareholders of both companies.” Fujifilm also said in its statement that it would appeal an April 27 US court ruling temporarily blocking the Xerox deal.