The New York State Appellate Court has overturned preliminary injunctions requested by investors that had blocked Fujifilm Holdings Corp.’s takeover of Xerox Corp., clearing the way for the Japanese company to reopen negotiations with Xerox management.
It’s the latest chapter in a saga that began in late January, when it was announced that Fujifilm had agreed to acquire a 50.1 percent controlling stake in the Norwalk company for $6.1 billion, with Xerox being folded into the resulting firm, Fuji Xerox.
Investors Carl Icahn and Darwin Deason, who own 15 percent of Xerox, declared that Xerox was being undervalued and launched a proxy fight. That led to the resignations of Chairman Robert Keegan, CEO Jeff Jacobson and four other directors, although Jacobson was briefly returned to his position before exiting again when the deal was called off in May.
In its ruling, the court said that Jacobson had neither misled nor misinformed the board.
“The board, which engaged outside advisers and discussed the proposed transaction on numerous occasions prior to voting on agreeing to present it to the shareholders, did not engage in a mere post hoc review, nor was the transaction unreasonable on its face,” the ruling said.
“(The) court’s decision will allow us to discuss with Xerox the fulfillment of the original agreement,” Fujifilm said in a statement. “All Xerox shareholders ought to be able to decide for themselves the operational, financial and strategic merits of the transaction to combine Fuji Xerox and Xerox.”