Xerox CEO ignored board and rushed into Fuji deal, claims lawsuit

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Xerox CEO Jeff Jacobson

Xerox CEO Jeff Jacobson

Back in January, it was announced that Fujifilm is set to acquire Xerox to create an $18 billion printing monolith but cracks are starting to show.

As reported by The Wall Street Journal, a new lawsuit is claiming that Xerox CEO Jeff Jacobson pursued a deal, even though the company's board advised him against it.

That board 'advice' actually came all the way back in November 2017 because the CEO's position was under review. The paper appears to have learned this information from an amended suit filed in a New York state court on Sunday by Darwin Deason, a Xerox holder who opposes the deal. Deason claims that the deal 'undervalues the copier and printer company'.

On Sunday, the company denied the claim, with Xerox Chairman Robert Keegan making a statement that: “Xerox CEO Jeff Jacobson was fully authorized to engage in discussions with Fujifilm and Fuji Xerox on the proposed combination."

He added that the lawsuit “distorts many of the facts regarding the proposed combination with Fuji Xerox.”

Deason, combined with activist shareholder Carl Icahn, holds a not insignificant 15 per cent of Xerox shares. They are arguing that, from their perspective as shareholders, the deal “disproportionately” favours Fuji. 

The lawsuit could also be read as something of a power play from the outspoken Deason who wants to shake up the board. 

As Reuters points out: "Deason wants to nominate directors to the Xerox board, despite missing a deadline, arguing in his suit that the current board had made a series of significant decisions and disclosures to stockholders after the nomination deadline."

The news may come as a shock, with all parties previously appearing delighted at the deal.

Steve Hoover, senior VP and CTO at Xerox, wrote for PCR:

"What is it about the combination that will help our customers? Is it because Xerox and Fuji Xerox perfectly complement each other with our technology? Customers will have access to a broader combined product portfolio and feel confident that they are getting the best product available for them, regardless of where in the world they are—whether it is Boise or Burma, Japan or Jakarta. Additionally, the new Fuji Xerox will have a fully unified supply chain, which will bring the products to our customers seamlessly across the globe faster than ever before.

"The new Fuji Xerox will combine two leaders with world-class technological capabilities and cultures of innovation. Together, we invest nearly one billion dollars in research and product development and will lead the evolution of our industry. We will go beyond print as we know it today and drive change in important areas like inkjet, printed electronics, and printing on three-dimensional objects. In addition, our customers can expect advancements in artificial intelligence and analysis of text, image and video, device security and intelligent workplace assistants." 

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