A court ruling has temporarily blocked the merger of Fujifilm Holdings Corp’s with U.S. firm Xerox Corp following the court awarding a win to activist investors of Xerox in the case of a suing the company to stop the merger.
The deal was opposed in the lawsuit demanding addition of his own nominees to the board by investor Darwin Deason. Nominations to the Xerox’s board has now been reopened by the ruling.
It was just a day ago that the two companies commented on talks for the $6.1-billion merger which apparently has been halted by the preliminary injunction. The wo companies are deliberating higher prices after Xerox was forced to ask for a renegotiation of the terms under pressure from its top investors.
Xerox Chief Executive Officer Jeff Jacobson has sought to complete the deal despite him being advised to end negotiations, noted Judge Barry Ostrager of the Supreme Court of the State of New York, County of New York while granted the injunctions.
“The facts abduced at the evidentiary hearing clearly show that Jacobson, having been told on Nov. 10 that the Board was actively seeking a new CEO to replace him, was hopelessly conflicted during his negotiation of a strategic acquisition transaction that would result in a combined entity of which he would be CEO,” the ruling said.
Claiming that the deal with Fuji dramatically undervalues Xerox, the proposed merger was opposed by Deason and Carl Icahn who are among the two top investors in Xerox.
All options include appealing against the ruling out be considered by Fujifilm, the company said.
“We disagree with and are disappointed by the judge’s ruling,” the Japanese firm said in a statement.
“We strongly believe that all Xerox shareholders should be able to decide for themselves the operational, financial, and strategic merits of the transaction,” it said.
It “will immediately appeal the court’s decision”, Xerox said.
“Xerox disagrees with the court’s ruling to enjoin the shareholder vote on our proposed combination with Fuji Xerox and to waive the advance notice bylaw,” the U.S. firm said in a statement. “The company strongly believes that its shareholders should be allowed to exercise their right to vote on the transaction and decide for themselves.”
In its statement, Xerox said, “The Xerox board undertook a rigorous process to reach its decision to approve the proposed transaction, including a comprehensive review of the company’s strategic and financial alternatives, as well as potential transaction structures in its negotiations with Fujifilm over a 10-month period.”
The company further said that the best way forward for creation of value for both the company and its shareholders is a merger with Fuji Xerox.
There were no comments available from Deason.
(Source:www.reuters.com)
The deal was opposed in the lawsuit demanding addition of his own nominees to the board by investor Darwin Deason. Nominations to the Xerox’s board has now been reopened by the ruling.
It was just a day ago that the two companies commented on talks for the $6.1-billion merger which apparently has been halted by the preliminary injunction. The wo companies are deliberating higher prices after Xerox was forced to ask for a renegotiation of the terms under pressure from its top investors.
Xerox Chief Executive Officer Jeff Jacobson has sought to complete the deal despite him being advised to end negotiations, noted Judge Barry Ostrager of the Supreme Court of the State of New York, County of New York while granted the injunctions.
“The facts abduced at the evidentiary hearing clearly show that Jacobson, having been told on Nov. 10 that the Board was actively seeking a new CEO to replace him, was hopelessly conflicted during his negotiation of a strategic acquisition transaction that would result in a combined entity of which he would be CEO,” the ruling said.
Claiming that the deal with Fuji dramatically undervalues Xerox, the proposed merger was opposed by Deason and Carl Icahn who are among the two top investors in Xerox.
All options include appealing against the ruling out be considered by Fujifilm, the company said.
“We disagree with and are disappointed by the judge’s ruling,” the Japanese firm said in a statement.
“We strongly believe that all Xerox shareholders should be able to decide for themselves the operational, financial, and strategic merits of the transaction,” it said.
It “will immediately appeal the court’s decision”, Xerox said.
“Xerox disagrees with the court’s ruling to enjoin the shareholder vote on our proposed combination with Fuji Xerox and to waive the advance notice bylaw,” the U.S. firm said in a statement. “The company strongly believes that its shareholders should be allowed to exercise their right to vote on the transaction and decide for themselves.”
In its statement, Xerox said, “The Xerox board undertook a rigorous process to reach its decision to approve the proposed transaction, including a comprehensive review of the company’s strategic and financial alternatives, as well as potential transaction structures in its negotiations with Fujifilm over a 10-month period.”
The company further said that the best way forward for creation of value for both the company and its shareholders is a merger with Fuji Xerox.
There were no comments available from Deason.
(Source:www.reuters.com)
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