Xerox cancels merger with Fujifilm

Credit Emily Hunt  for WXXI News

The decision hands victory in one of the biggest ongoing USA proxy fights to activist investors Carl Icahn and Darwin Deason, who say they can secure better offers for the company than the deal with Fujifilm.

The judge in late April sided with Icahn and Deason and temporarily blocked Xerox's proposed deal with Fujifilm.

Your selection ends months of infighting, for example a significant boardroom clearout.

Xerox Corp. said Sunday it will terminate the agreement on the acquisition of the US copier maker by Japan's Fujifilm Holdings Corp.

Xerox Corp. announced Sunday it was ending its pursuit of a merger with FujiFilm Holdings and had instead reached an agreement with its top shareholders to replace its CEO and board of directors.

With the deal, Xerox has fired its CEO along with six members of the board.

Six committee members were also interrogate, paving the way for two executives close to Mr Icahn to become set up from the functions of executive and chairman. Visentin is also expected to be named Vice Chairman of the board.

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Xerox plans to appoint a new leadership and discuss alternative strategies.

"We are extremely pleased that Xerox finally terminated the ill-advised scheme to cede control of the company to Fujifilm", Icahn said.

The settlement with the billionaire investors outlined by Xerox on Sunday puts the Japanese company further on the back foot in any new negotiations with Xerox, although a number of analysts have said Fujifilm is under no pressure to rush.

As part of the settlement, Xerox and Icahn agreed to withdraw their board candidates from the upcoming shareholder meeting, and said the meeting would be postponed.

Xerox said it believes that the transaction can not reasonably be expected to be completed under the circumstances, particularly given the court injunction and that shareholders didn't support it on current terms, as well as unresolved accounting issues at Fuji Xerox.

"The board also considered the potential instability and business disruption during a proxy contest". He called it a new beginning. The pair said they would be willing to consider any offers for the company of $40 a share or more. John Visentin is expected to take the helm. "Xerox is fortunate to have someone with his experience and preparation to lead it through this exciting and transformative time".

Fujifilm was quick to take a combative stance, saying it disputes Xerox's right to terminate the deal and would look at all options including legal action seeking damages.

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