Two corporate raiders have managed to kill a business combination between Xerox Corp. (NYSE: XRX) and an arm of Japanese company Fujifilm. It leaves troubled Xerox with a difficult future, after years of efforts by a string of executives to turn around its business.
Investors Carl Icahn and Darwin Deason virtually control the company after the transaction died and will install new members of management and the board of directors. A failure in due diligence timing was blamed for the end of the deal.
Xerox announced it notified Fujifilm that the previously announced transaction agreement to combine Xerox with Fuji Xerox is being terminated in accordance with its terms due to, among other things, the failure by Fujifilm to deliver the audited financials of Fuji Xerox by April 15, 2018 and the material deviations reflected in the audited financials of Fuji Xerox, when delivered, from the unaudited financial statements of Fuji Xerox and its subsidiaries provided to Xerox prior to the date of the Subscription Agreement and taking into account other circumstances limiting the ability of the Company, Fujifilm and Fuji Xerox to consummate a transaction.
The actual problem was the Icahn and Deason did not think the offer was rich enough. They had waged a proxy battle to control the company. As part of the settlement:
Xerox appointed five new members to its Board of Directors: Jonathan Christodoro, Keith Cozza, Nicholas Graziano, Scott Letier and John Visentin.
Gregory Brown, Joseph Echevarria, Cheryl Krongard and Sara Martinez Tucker will continue to serve as members of the Xerox Board of Directors.
Robert J. Keegan, Charles Prince, Ann N. Reese, William Curt Hunter, and Stephen H. Rusckowski each resigned from the Board of Directors of Xerox.
Jeff Jacobson resigned from his role as Chief Executive Officer and as a member of the Board of Directors of Xerox.
Keith Cozza, head of Icahn Enterprises, will become the new board chair. John Visentin will be the new chief executive. Icahn and Deason ended the proxy battle.
Because Xerox is a manufacturer and marketer of mostly low-level office products that have been overwhelmed by technology, it has lost the place it once held in corporate America because of the onset of online digital storage. Its best-selling products continue to be desktop printers, scanners, ink, and workflow management tools. Most customers abandoned these office tools long ago.
Icahn and Deason may have gotten their wish in the short term. Now they have to figure out a way to increase Xerox’s customer base, many of whom have moved on to more advanced products and services.