Fujifilm seeks legal backing to enforce Xerox deal

By Rhys Handley, Monday 18 June 2018

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Fujifilm is expected to turn to a judge to enforce its merger deal with Xerox in the next few days, according to a US press report.

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Fujifilm is understood to be turning to a judge to enforce its merger with Xerox

According to a report in the New York Post on Friday (15 June), the move flies in the face of a supposedly successful attempt to halt the $6.1bn (£4.5bn) merger by activist investors Carl Icahn and Darwin Deason in May.

Sources told the Post that Xerox has yet to pay a breakup fee to Fujifilm, previously speculated to be around $183m, which is a crucial step to signify the official cancellation of the deal. It is understood that neither Xerox or Fujifilm is currently speaking about reworking the deal.

“You won’t have to wait much longer to learn about Fuji’s intentions,” a source told the Post.

Two weeks ago, Fujifilm’s chair and chief executive Shigetaka Komori told financial journalists at a Tokyo briefing that Xerox’s new management team, headed up by new chief executive John Visentin, would be given six months to come up with new terms for a deal beneficial to both parties.

However, Komori rejected the notion of an increased offering of $40 (£30) per share that was touted by Icahn and Deason. He called the figure “too high” but told the Asahi Shimbun that Fujifilm was “not opposed to considering any new proposal from the new Xerox board if it’s beneficial to both firms”.

In the original deal, announced at the end of January, Xerox shareholders would have received a $2.5bn cash dividend and a 49% stake in the enlarged Fuji Xerox.

On 4 June, Fujifilm filed new court papers with the New York State Supreme Court, describing Icahn and Deason’s settlement as a “self-serving, self-interested settlement”. In the papers, Fujifilm blasted Xerox’s “wrongful termination” of the agreement and pledged to make a further filing to “vindicate its rights”.

Japanese manufacturer Fujifilm has stated it does not believe Xerox can realistically stay in business without the benefit of products from Fuji Xerox, of which Fujifilm currently owns 75%.

Meanwhile, Fuji Xerox announced last Friday that Visentin would be appointed to its board of directors.

At the time of writing, neither Fujifilm or Xerox had responded to requests to comment.

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