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September 23, 2019Cart


by Fairfield County Business Journal

Icahn and Deason renew volleys at Xerox board

The conflict between Xerox Corp. and the combined force of Carl Icahn and Darwin Deason, who control approximately 15 percent of the Norwalk-based company’s shares, took yet another turn as the pair raised the possibility of voiding Xerox’s $6.1 billion acquisition deal with Fujifilm Holdings in favor of an all-cash bid with a $40 per share minimum.

“We are confident that other potential buyers are waiting in the wings to kick the tires – but we do not see any possibility of an alternative bid materializing unless and until the lame duck board and the lame duck CEO relinquish their death grip on Xerox,” Icahn and Deason said in a joint statement, referring to Xerox CEO Jeffrey Jacobson, adding, “We also see the possibility of similar or better value in a standalone Xerox with John Visentin at the helm as CEO with the support of a new conflict-free board.”

Visentin, a former senior advisor to the chairman of Exela Technologies and an operating partner for Advent International, served as Icahn’s consultant in a proxy battle with the Xerox board and was named by Xerox’s board last week to replace CEO Jeffrey Jacobson – until the board abruptly reversed itself and opted to keep Jacobson at the helm.

Icahn and Deason also announced they posted a $150 million bond to maintain two preliminary injunctions issued by the New York State Supreme Court in Deason’s litigation against the company’s board of directors.

“The first injunction bars Xerox from holding a shareholder vote on the mind numbingly complex Fuji transaction,” Icahn and Deason said. “The second injunction bars Xerox from enforcing its advance notice bylaw. This means that the lame duck board may no longer deny shareholders their fundamental right to nominate an alternative slate of directors who are committed to enhancing value for all shareholders rather than rushing into a no-premium deal with Fuji to further their own personal interests.”

Xerox’s board did not issue a comment on the latest communications from Icahn and Deason.