Xerox, Icahn And Deason Continue To Squabble Over Fujifilm Deal

For a brief moment, it seemed Xerox Corp XRX might just get away with its Fujifilm merger unopposed.

But shareholders Carl Icahn and Darwin Deason, who had earlier pressured Xerox management to explore strategic alternatives, emerged Tuesday to challenge the plan.

“For 17 years, Xerox withheld (we believe illegally) the agreements governing the Fuji Xerox joint venture — agreements the company now claims permanently prevent (for all intents and purposes) anyone other than Fuji from buying Xerox,” Icahn and Deason's joint statement said. “But the truth is that if this ostrich board of directors would simply take their heads out of the sand and do a deeper dive into the advice being given to them by Jeff Jacobson (who just wants a bigger job) and its financial advisors (who just want a huge fee), then they would see that THERE ARE VIABLE ALTERNATIVES TO THE PROPOSED FUJI SCHEME.”

The shareholders said Fujifilm is agreeing to the deal primarily to rout Icahn and Deason's opposition to joint venture pursuits, and the two proposed a sale to or merger with competitors or a private equity firm as an alternative.

Xerox rejected the shareholders’ claims and said the Fuji deal, which promises a “substantial dividend” at closing, makes for the best path forward.

"Carl Icahn and Darwin Deason’s letter is consistent with their misguided campaign to undermine Xerox’s combination with Fuji Xerox,” a spokesperson told Benzinga. “ ... We will continue to engage directly with our shareholders on the merits of the transaction."

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