Xerox, Under Activists’ Pressure, Calls Off Merger With Fujifilm

Xerox’s headquarters in Norwalk, Conn. The company said on Sunday that it would replace its chief executive, Jeff Jacobson, while making a series of changes to its board of directors.

Xerox said on Sunday that it was calling off its merger deal with Fujifilm of Japan, after reaching a settlement with the shareholder activist Carl Icahn and another major investor who sharply opposed the deal.

In recent weeks, it had become increasingly clear that the deal was in jeopardy. Under the terms of the settlement with the two shareholders, Xerox said it would replace its chief executive, Jeff Jacobson, while making a series of changes to its board of directors. The company’s first settlement with its investors fell apart this month.

Mr. Icahn, the billionaire hedge fund manager, and Darwin Deason, who became a major Xerox investor after selling his company to it, had argued that the merger agreement undervalued the company. In a lawsuit aimed at stopping the merger, Mr. Deason accused Mr. Jacobson of striking the deal to keep a job at the combined company.

Xerox said it was backing out of the deal because, among other things, Fujifilm did not deliver audited statements by April 15. When the statements were delivered, it said, the audited financials had “material deviations” from the unaudited statements given to Xerox earlier.

In a statement, Xerox’s former board of directors said that over the past several weeks, it had repeatedly requested that Fujifilm consider improved terms for the deal. “Despite our insistence, Fujifilm provided no assurance that it will do so within an acceptable time frame,” the directors said.

As part of Xerox’s settlement with the investors, the company said John Visentin, a former technology executive, is expected to be named chief executive and vice chairman, replacing Mr. Jacobson. Keith Cozza, chief executive of Icahn Enterprises L.P., will become chairman.

The new board of directors plans to meet soon to “begin a process to evaluate all strategic alternatives to maximize shareholder value,” the company said in a statement.

Under the merger deal announced in January, Fujifilm would have owned just over half of Xerox’s business. The companies had planned to cut $1.7 billion in costs over the next several years while cutting thousands of jobs at their joint venture.

In a statement, Fujifilm said that Xerox didn’t have the right to terminate the deal that it could pursue damages.

“We continue to believe it is the best option designed to allow the stockholders of both companies to share the enhanced future value of the combined company with Fujifilm,” it said. “Fujifilm will urge the Xerox board of directors to reconsider their decision.”

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