The filing at the New York State Supreme Court describes the settlement agreed between investors Darwin Deason and Carl Icahn, and a number of now former Xerox board members including CEO Jeff Jacobson, as a “self-serving, self-interested settlement”.
Fujifilm’s filing stated: “In violation of a valid contract that they unanimously authorised, the Xerox directors decided to secure these self-interested releases by means of a settlement with Deason that included the purported termination of a transaction that those same directors had repeatedly supported both publicly and under oath only weeks earlier.”
Fujifilm said it would make a further filing on 14 June, “that it will use to vindicate its rights in light of Xerox’s wrongful termination of the Shareholders Subscription Agreement”.
It argued that the radically changed circumstances since the judge’s ruling at the end of April that put a block on its $6.1bn (£4.5bn) takeover deal “provide a separate basis to terminate the injunction as to all parties, not just the Xerox Defendants.”
It has also been reported that Fujifilm could demand a $183m termination fee if the previously-agreed deal does not go ahead.
Icahn and Deason installed a raft of new board members at Xerox last month, including a new chairman and chief executive.
Previously, Deason had said that under its new regime Xerox would be in a position to conduct “a true, robust strategic alternatives process”.
Both HP and private equity firm Apollo Global Management have been named as possible alternative suitors although there has so far been no indication of interest from either party, while Xerox’s share price was at $27.35 at the close of trading last week, not far off its 52-week low of $27.11.
Xerox’s shareholders have not had a chance to have their say on the proposed Fujifilm takeover deal as it hasn’t as yet been put to a vote.