Darwin Deason, the Dallas business executive and third-largest shareholder of Xerox Corp., filed a lawsuit in the Supreme Court of the State of New York that seeks to block the Norwalk-headquartered company’s acquisition by Japan’s Fujifilm Holdings Corp.
Deason’s lawsuit was filed against the two companies plus the Xerox board of directors and Ursula M. Burns, Xerox’s former chairwoman and CEO. Deason, who sold his Affiliated Computer Services to Xerox in 2010 for $6.4 billion, claimed that the Xerox-Fujifilm transaction was “the result of an improper and fraudulently concealed ‘crown jewel’ lock-up agreement that Xerox entered into with Fuji 17 years ago, that was never disclosed to Xerox’s shareholders before the signing of the Xerox/Fuji transaction. Deason is seeking to void the transaction and terminate the joint venture between the companies.
Earlier in the week, Deason teamed with billionaire investor and fellow shareholder Carl Icahn in an open letter to Xerox shareholders that criticized the Fujifilm deal.
“To put it simply, the current board of directors has overseen the systematic destruction of Xerox, and, unless we do something, this latest Fuji scheme will be the company’s final death knell,” they wrote. “We urge you – our fellow shareholders – do not let Fuji steal this company from us. There is still tremendous opportunity for us to realize value on our own if we bring in the right leadership.”
Xerox responded to Deason’s lawsuit with a statement that dismissed the litigation as being without value.
“It is unfortunate that Mr. Deason is seeking to interfere with Xerox shareholders’ right to decide and is relying on meritless legal claims,” the company said. “Xerox has fully disclosed the joint venture agreements, and the company will respond to Mr. Deason’s legal claims through the appropriate legal channels in due course.”