Never mind, Xerox's CEO is staying put for now

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

Hedge fund boss Icahn and businessman Deason, who collectively own around 15 per cent of Xerox and have been waging an activist battle to prevent it being bought out by Japan's Fujifilm for $6.1bn, said that the board had last night had neglected to allow an agreement reached earlier in the week to take effect. Late Thursday night, Xerox released a statement saying that its current board and management team will stay in place, after a settlement agreement it had reached with two activist shareholders has expired.

"Even if this court credits the IAS (Individual Assignment System) Court's finding that Xerox's CEO, Jeff Jacobson, was "massively conflicted" in connection with the transaction - and the record supports no such conclusion - there is absolutely no legal basis for challenging the unanimous determination of the nine other Xerox directors (all independent and, as the IAS Court recognized, all "highly credentialed and experienced") that the deal Jacobson helped negotiate was in the best interests of Xerox's shareholders", Xerox lawyers wrote in their appeal.

"Xerox strongly believes that the decision is contrary to well-established NY law vesting the Board of Directors of Xerox with the business judgment to enter into the transaction agreement with Fujifilm and that the decision to approve should rest with Xerox's shareholders, not the Court", the company said in a follow-up statement. Xerox says the decision to approve the deal should rest with Xerox shareholders and not the court.

In a scolding joint statement, Icahn and Deason attacked the Xerox board for displaying "brazen self-interest".

A couple of days ago, Xerox said its CEO was resigning.

The merger would not create the best value for shareholders, Icahn and Deason allege.

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Icahn and Deason confirmed the settlement pact with Xerox has expired and promised to continue the fight. "We will continue our fight to rescue and revitalize Xerox".

Jacobson, Xerox's primary negotiator for the Fuji transaction, had previously been told by Icahn that Icahn wanted Xerox sold in an all-cash transaction and that Icahn would suggest Jacobson's removal from the company if he failed to finalize such a transaction.

Deason and Icahn sued in February opposing the deal and alleging fraud.

Xerox Corp. announced Friday it will appeal a judge's injunction to stall deal with Fujifilm, showing that the company intends to push the merger through despite outcry from shareholders. The two men plan to propose a slate of 10 new members to Xerox's board as soon as possible and leave it up to shareholders to decide who should control the company, likely at a meeting in June, the person said, asking not to be identified discussing private matters.

Under the terms of the takeover announced in January, Xerox, which has a market value of $7.2 billion, would first merge with a joint venture that the company operates with Fujifilm in Asia.

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