Carl Icahn Urges Xerox Shareholders to Block Fuji Deal
Carl Icahn.

Carl Icahn on Monday launched a campaign urging copier maker Xerox Corp. (XRX) shareholders to vote against its combination with Fujifilm Holdings Corp. (FUJIY) in a deal announced last month that the former corporate raider argues will be the document technology company's "death knell," making it impossible for shareholders to ever receive a "true control premium" for their shares.

"We will be passive minority owners of a Fuji subsidiary - virtually powerless with respect to the future direction of our investment, with no opportunity to ever receive a true control premium for our shares," Icahn and another substantial Xerox shareholder said in a letter to investors.

The Xerox-Fuji deal was announced Jan. 31, at least partly, in response to a battle Icahn launched in December seeking to install a minority slate of four dissident directors to the company's 11-person board.

As part of the deal, Fujifilm will own 50.1% of Xerox shares. Under the terms of the agreement, Xerox shareholders will receive a $2.5 billion special cash dividend, or about $9.80 a share, funded from the combined company's balance sheet, and own 49.9% of the combined company at closing. The cash dividend represents a 30% premium to Xerox's unaffected share price of $30.35 on Jan. 10 before the reports of a possible deal surfaced.

Icahn's concerns about how the deal definitively kills any chance of Xerox shareholders receiving a control premium for their shares suggests that the activist investor believes that on its own Xerox could eventually find a buyer for itself. The combined Fuji-Xerox will create a company on the same scale as industry leader HP Inc. (HPQ) .

However, Xerox pushed back on Icahn's comments Monday, noting that the independent members of the board conducted over many months a "comprehensive" review of strategic and financial alternatives, with legal advisers that concluded after considering "several other options" that the Fuji deal was the best one to create value for shareholders. It is unclear whether those other options involved seeking to evaluate whether a sale of the company made more sense. A Xerox spokesman declined to comment, noting that no date has yet been set for a vote of shareholders on the Fuji combination. 

"The transaction provides shareholders with the opportunity to benefit from ownership in a combined company that has enhanced growth prospects and a stronger financial profile to support future value creation, as well as an immediate substantial dividend payment," Xerox said.

Icahn and Xerox's third-largest shareholder, Darwin Deason, last month joined forces to form a group targeting Xerox, its CEO Jeff Jacobson, and its joint venture with Fujifilm. In an interview with TheDeal, Icahn had argued that Jacobson hasn't performed well during his roughly one-year tenure at the helm of Xerox and that his boardroom battle was instigated in part to oust Jacobson from his job.

However, a crucial part of the Xerox-Fuji combination involves installing Jacobson as CEO of the combined company. Jacobson has been the CEO at Xerox for a little over a year. 

In the letter, Icahn reiterated that it "should be clear" that Xerox must act quickly to remove and replace Jacobson, adding that the company's board has instead "doubled-down" on him.

It's unclear whether other shareholders will back Icahn's campaign. One analyst on the call announcing the merger last month estimated that investors would receive about $50 a share in value, when considering the $9.80 a share cash dividend, $12 a share in effective benefits from synergies Xerox expects to receive over the next few years from the combination and their 49.9% stake in the combined company.

Xerox shares rose 4% to $34.13 a share on the news of the deal Jan. 31, but then they crept downwards before recovering about 2% on Monday to trade at $30.08 a share on the news of Icahn's campaign.

Icahn also reiterated his concerns about how the merger appears to be a solidification of an existing Xerox-Fuji printing and photocopier maker joint venture, which was enmeshed in a recent accounting scandal. According to reports in June, Fuji Xerox, the joint venture, said that due to losses from accounting problems in the South Pacific it had overstated revenue by about $340 million.

"Last year's massive accounting scandal at Fuji Xerox should make us all extremely nervous about trusting Fuji with our capital," Icahn said.

Instead of setting up a merger, Icahn suggested that Xerox should use the accounting scandal as a mechanism to cancel the Fuji joint-venture, gaining for itself access to Asian-pacific markest. "It would be catastrophic for Fuji's printing business and a fantastic opportunity for Xerox to expand for its own benefit," Icahn said.

Editor's note: This article originally appeared on The Deal , our sister publication that offers sophisticated insight and analysis on all types of deals, from inception to integration. Click here for a free trial.

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