Xerox CEO Steps Down as Company Reviews Fujifilm Deal

Xerox CEO Steps Down as Company Reviews Fujifilm Deal

Xerox Corp.’s Chief Executive

Jeff Jacobson

is resigning in a settlement with two of the corporate’s greatest buyers,

Carl Icahn

and Darwin Deason, a pact that shakes up the vast majority of the board and places its transaction with

Fujifilm Holdings

FUJIY -0.99%

in danger.

The new board is anticipated to think about alternate options to the cope with Fujifilm, a posh transaction that sells the vast majority of Xerox to the Japanese firm by combining with a three way partnership the 2 function in Asia.

Messrs. Icahn and Deason have been searching for to kill that deal, saying it undervalues Xerox, and had alleged Mr. Jacobson shortly negotiated the deal in an try to save lots of his personal job. Xerox had launched a CEO search final 12 months, the corporate has disclosed.

A choose final week quickly blocked the Fujifilm transaction, siding with Mr. Deason in a lawsuit, saying the talks had been conflicted by Mr. Jacobson’s tenuous place.

The settlement successfully ends a authorized struggle with Xerox and its buyers as effectively as a possible proxy struggle that might have sought to take away the complete board, by giving Messrs. Icahn and Deason six of what’s going to now be 9 seats.

Keith Cozza,

who’s chief govt of Mr. Icahn’s public firm, might be named chairman of Xerox.

Xerox will identify as chief govt John Visentin. Xerox had thought of Mr. Visentin as the main candidate to switch Mr. Jacobson final 12 months earlier than it ended its search and reaffirmed religion in him, The Wall Street Journal has reported. Mr. Visentin is a former govt at a number of expertise corporations and had been working with the activist buyers at Xerox.

The settlement doesn’t embody pending litigation Mr. Deason has in opposition to Fujifilm. The choose additionally criticized Fujifilm’s actions in his opinion halting the deal.

Fujifilm, which wasn’t instantly in a position to remark, has defended the transaction and stated it was negotiated pretty.

Xerox had beforehand defended Mr. Jacobson and stated that he had gained over the board by hitting earnings and monetary targets, and that the entire board believed the Fujifilm deal was the best choice. Now it’s settling the litigation, saying it needed to keep away from litigation and dangers to the deal. The choose has to log out on the settlement.

Seven of the outdated board members will resign, together with Chairman

Robert Keegan,

who authorized Mr. Jacobson’s negotiations, and lead director

Ann Reese,

who additionally authorized of his talks with Fujifilm.

Xerox and Fujifilm have been in discussions about renegotiating the deal, however Fujifilm will now face a brand new board led by a group that desires to not solely finish the sale but additionally cancel the 50-plus-year three way partnership, Fuji Xerox, that’s on the coronary heart of their relationship.

Xerox had requested Fujifilm to sweeten the merger deal, however in its assertion Tuesday night time, Xerox stated Fuji had but to make an improved provide.

Write to David Benoit at [email protected]

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