Fujifilm Sues Xerox Over Aborted Merger, Seeks More Than $1 Billion

NEW YORK - Fujifilm Holdings Corp (4901.T) sued Xerox Corp (XRX.N) on Monday for well over $1 billion plus punitive damages, accusing it of succumbing to pressure from activist investors Carl Icahn and Darwin Deason in abandoning a proposed $6.1 billion merger.

Fujifilm accused Xerox of engaging in “intentional and egregious conduct” in calling off the merger, after the photocopier company reached a settlement with Icahn and Deason that handed control to new management, according to the complaint filed with the U.S. District Court in Manhattan.

Fujifilm is also seeking a declaration that Xerox owes it a $183 million fee for terminating the merger.

Xerox did not immediately respond to requests for comment.

The companies had agreed in January to a complex transaction that would have merged Xerox into the companies’ Asia joint venture Fuji Xerox, and given Fujifilm 50.1 percent of Xerox’s common stock.

Icahn, the billionaire activist investor, and Deason, a major Xerox investor, had argued that the merger undervalued Xerox. Deason also accused Xerox’s former chief executive, Jeff Jacobson, of arranging the merger to keep his job.

Jacobson stepped down as part of the settlement with Icahn and Deason.

Xerox shares were down 0.8 percent at $27.18 on the New York Stock Exchange in midday trading.

The case is Fujifilm Holdings Corp v Xerox Corp, U.S. District Court, Southern District of New York, No. 18-05458.

Reuters

Reporting by Jonathan Stempel in New York; editing by Bill Berkrot