Xerox says CEO, board to stay after agreement with Carl Icahn, Darwin Deason expires

Xerox had said on Tuesday its CEO and most of its board will step down to settle a lawsuit by activist shareholders Carl Icahn and Darwin Deason.

Published: 04th May 2018 10:51 AM  |   Last Updated: 04th May 2018 02:31 PM   |  A+A-

The logo of Xerox company is seen on a building in Minsk, Belarus. (Photo: Reuters)

By Reuters

Xerox Corp said its board and management team will stay after an agreement it had reached with dissenting shareholders to oust them expired, adding another twist to a lengthy dispute over Fujifilm taking control of the U.S. company.

The activists, Darwin Deason and Carl Icahn, confirmed that the agreement had expired, blamed Xerox for letting it dissolve and said they would continue to fight the company.

The agreement appeared to expire over last-minute issues that arose in negotiations between the activists, Xerox and the judge before the court could act on the settlement to put it into effect ahead of the self-imposed deadline Thursday evening.

Xerox said that the agreement expired because of the "absence of stipulations" related to ending its litigation with the activist.

The activists, which own about 15 percent of the company, said Xerox did not permit the settlement to take effect "unless they obtained additional unprecedented protections from the court," which the activists said were unnecessary.

The settlement agreement, which followed a rare court order to temporarily block the deal, expired at 8:00 p.m. ET Thursday (0000 GMT Friday) after the court was not able to act on the agreement.

Xerox also said in its statement it would "consider all options to create value for the company and its shareholders."

Reuters had previously reported that buyout firm Apollo Global Management LLC has approached Xerox Corp to express interest in a possible acquisition, casting uncertainty over its deal with Fujifilm Holdings.

Fujifilm, which has objected to the settlement between Xerox and the activists, said it was satisfied the settlement had expired. A court hearing on Thursday in New York about its objection ended without a ruling.

Fujifilm has also said it is planning to appeal last week's court order.

Xerox and Fujifilm agreed in late January to a $6.1 billion deal that would merge the U.S. printer and copier maker into Fuji Xerox, an existing joint venture between Xerox and Fujifilm.

The deal soon ran into trouble after activist shareholders Carl Icahn and Darwin Deason opposed it, saying the terms undervalued Xerox.

Growing uncertainties over the deal have driven Xerox shares down 12 percent since the settlement agreement on May 1.


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