Xerox terminates Fujifilm deal, CEO resigns

Xerox has terminated its transaction agreement with Fujufilm.

Xerox has terminated its transaction agreement with Fujufilm, and entered a new settlement agreement with its top investors Carl Icahn and Darwin Deason.

According to Xerox, this comes after Fujifilm failed to provide audited financials on time, among other issues.

Under the terms of the new settlement, CEO Jeff Jacobson resigned, along with four other Board Members. Five new Board Members have been appointed.

Xerox confirms John Visentin is expected to be appointed as the new CEO, and Vice Chairman of the Board of Directors.

Meanwhile, CEO of Icahn Enterprises, Keith Cozza, is expected to be appointed as the new Chairman of the Board.

This marks the end of a long battle between Xerox and its shareholders over the proposed Fujifilm merger.

The former Board of Directors of Xerox provided the following statement:

“Over the past several weeks, the Xerox Board has repeatedly requested that Fujifilm immediately enter into negotiations on improved terms for a proposed transaction. Despite our insistence, Fujifilm provided no assurance that it will do so within an acceptable timeframe. The Xerox Board believes that the transaction cannot reasonably be expected to be completed under these circumstances, particularly given the court’s injunction of the transaction and the lack of shareholder support for the transaction on current terms, as well as the unresolved accounting issues at Fuji Xerox. The Board also considered the potential instability and business disruption during a proxy contest. Absent a viable, timely transaction with Fujifilm, the Xerox Board believes it is in the best interests of the company and all of its shareholders to terminate the proposed transaction and enter a new settlement agreement with Icahn and Deason. Under the agreement, the Xerox Board will be reconstituted to determine the best path forward to maximize value for Xerox shareholders.”

Carl Icahn provided the following statement:

“We are extremely pleased that Xerox finally terminated the ill-advised scheme to cede control of the company to Fujifilm. With that behind us and new shareholder-focused leadership in place, today marks a new beginning for Xerox. We have often said that the most important person at a company (by far) is the CEO. We are therefore also pleased that John Visentin, a tried and true veteran in this area, will be taking the helm.”

Darwin Deason provided the following statement:

“With the limiting Fujifilm agreement terminated, Xerox is now positioned to conduct a true, robust strategic alternatives process. John Visentin has spent weeks preparing himself to run the company and speaking to numerous market participants regarding strategic alternatives. Xerox is fortunate to have someone with his experience and preparation to lead it through this exciting and transformative time.”

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