Icahn group scuttles Fujifilm plan to acquire Xerox

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Xerox shares dropped early this week after activist investors Carl Icahn and Darwin Deason prevailed in their bid to stymie Fujifilm Holdings’s $6.1 billion takeover of the office equipment supplier and pushed out the company’s chief executive officer.

Jeff Jacobson, the CEO who oversaw the initial deal with Fujifilm, will step down under a settlement backed by the two shareholders, Xerox said in a statement. Keith Cozza, the CEO of Icahn Enterprises, will become chairman, while John Visentin is expected to take over as CEO, the company said. Icahn and Deason own a combined 13 percent of Xerox.

The agreement leaves the two activist investors with a firmer handle on the company after a tumultuous boardroom battle. Icahn and Deason, who opposed the transaction from the start as undervalued, must now find other bids or compel Fujifilm, which owns 75 percent of an office equipment joint venture with Xerox, to raise its offer substantially.

Fujifilm, which generates almost 60 percent of sales from overseas, has sought to offset waning demand at its printer and copier hardware business by shifting focus to managed-print services and medical imaging. Expansion into the healthcare sector with products such as ultrasound and endoscope equipment should boost sales, but that segment’s thinner margins could offset gains in the imaging division, according to Bloomberg Intelligence.

“We are extremely pleased that Xerox finally terminated the ill-advised scheme to cede control of the company to Fujifilm,” Icahn said. “With that behind us and new shareholder-focused leadership in place, today marks a new beginning for Xerox.”

Xerox is unlikely to find an alternative acquirer for itself in the next few months, JPMorgan Chase & Co. analysts Paul Coster wrote in a note to clients. Coster, who cut his recommendation on Xerox shares to neutral from buy, said Xerox could lose key enterprise clients and that the “abrupt” change could disrupt operations.

Fujifilm said it “disputes Xerox’s unilateral decision” and is “reviewing all of our available options, including bringing a legal action seeking damages.” The company also said it will urge Xerox’s board to reconsider the settlement with Icahn and Deason. As part of the agreement with the activist investors, Xerox pushed out five board members and added five new ones, including Cozza and Visentin.

Separately, Fujifilm said it’s acquiring the stakes it doesn’t already own in drugmaker and distributor Toyama Chemical from Taisho Pharmaceutical. Toyama Chemical will be combined with its Fujifilm RI Pharma unit effective October 1, Fujifilm said in a statement Monday.

Bloomberg News