Xerox Corp. has confirmed that it plans to reopen talks with Fujifilm Holdings in pursuit of what it dubbed “superior terms to the transaction announced on January 31.”
In a statement by the Norwalk-headquartered company, Xerox said that the outcome of a hearing held in a New York court last week “made clear that Xerox could, in fact, negotiate alternative transaction structures with Fujifilm.” The company offered no details on when the new negotiations would commence or how its planned to achieve a different outcome.
Xerox also disputed claims by shareholders Carl Icahn and Darwin Deason that Xerox CEO Jeffrey Jacobson engaged in negotiations with Fujifilm without the knowledge of the board of directors, adding that “the board was aware of the relevant facts, including our CEO”™s authorized discussions with Fujifilm.”
The company also sharply criticized the New York court ruling that temporarily blocked the Fujifilm deal.
“In granting a temporary injunction, rather than defer to the business judgment of the Xerox Board as New York law requires, the lower court substituted its own subjective judgment about the merits of, and process in approving, the transaction with Fujifilm,” the company said in a statement. “As a result, the lower court disregarded decades of settled legal precedent and denied Xerox shareholders the ability to decide for themselves whether the proposed transaction is in their own best interests.”
The Xerox statement insisted that the board did not wish “to be drawn into a public dispute with Mr. Icahn and Mr. Deason,” but it also charged that the duo did not have “the right to speak for all shareholders or deprive any shareholders of their right to be heard.”
