(Reuters) - Xerox Corp’s board has scrapped the planned $6.1 billion deal with Japan’s Fujifilm Holdings Corp in a settlement with activist investors Carl Icahn and Darwin Deason.
Xerox had been battling activist shareholder Carl Icahn and investor Darwin Deason over the company’s plan to sell itself to Fujifilm in a deal the two say dramatically undervalues the photocopying firm.
The termination of the deal puts the Japanese company further on the back foot in any new negotiations with Xerox, although it is by no means out of contention as Xerox is now expected to go up for sale in an auction at a higher price.
Following is a timeline of events when the two investors took a stake in the company and how their relationship slowly developed into one of the most contentious proxy fights currently on record, ultimately leading to the termination of the deal.
Feb. 8, 2010
Darwin Deason, son of an Arkansas chicken farmer, becomes a Xerox shareholder after the copier and printer maker buys his company ACS.
Nov. 23, 2015
Carl Icahn discloses stake in Xerox and calls shares undervalued
Jan. 29, 2016
* Xerox to split into two companies - one holding its legacy printer operations and the other its business process outsourcing unit
* Icahn gets three board seats on the outsourcing company
* Icahn says separation will greatly enhance shareholder value for Xerox shareholders
June 23, 2016
Business process outsourcing company to be named “Conduent Inc” and document technology company Xerox Corp. Jeff Jacobson, head of Xerox technology unit, to take over as Xerox CEO
June 27, 2016
Icahn registers 9.78 percent stake in Xerox. Icahn nominee Jonathan Christodoro joins Xerox board
Oct. 31, 2016
Deason, now fourth largest shareholder with 6.1 percent, sues in a U.S. court to prevent the split. Xerox settles with Deason two weeks later to allow split to proceed
Jan. 3, 2017
Xerox completes separation of Conduent
April 20, 2017
* Japan’s Fujifilm postpones its earnings announcement over questionable accounting practices at a unit of Fuji Xerox, its Asia-Pacific joint venture with Xerox
* Xerox quarterly profit takes charges related to equity investment in Fuji Xerox
Aug. 1, 2017
Xerox revises financial statements for prior periods to reflect the equity income impact from the Fujifilm investigation of Fuji Xerox accounting practices
Dec. 11, 2017
* Xerox says standstill arrangement between the company and Icahn agreed in June, 2016 terminated. Icahn nominee Jonathan Christodoro steps down from Xerox board
* Icahn says to nominate four candidates for election to Xerox board
Dec. 12, 2017
Icahn says Xerox “desperately” needed new leadership - his first public criticism of management
Jan. 11, 2018
Wall Street Journal reports Xerox in talks with Japanese camera maker Fujifilm Holdings on deal that could include a change in control of Xerox.
Jan. 17, 2018
* Darwin Deason urges Xerox to make public its joint venture agreement with Fujifilm
* Xerox says Deason’s letter “false and misleading”
Jan. 18, 2018
Icahn calls for termination or renegotiation of Fujifilm joint venture
Jan. 22, 2018
Icahn and Deason, together holding 15 pct of shares, say Xerox should explore strategic options, reveal agreement with Fuji. They call for CEO Jacobson to resign and replacement of board “old guard”.
Jan. 31, 2018
* Fujifilm says to take over Xerox in a $6.1 billion deal and combine the U.S. company into existing joint venture, Fuji Xerox
* Combined company will keep the Fuji Xerox name, become a subsidiary of Fujifilm, and be led by Jacobson
* Fujifilm says cutting 10,000 jobs at Fuji Xerox, more than a fifth of workforce.
Feb. 12, 2018
* Icahn and Deason say transaction “dramatically undervalues” company
* Xerox tells Reuters it considered several options in detail and concluded that the combination with Fuji Xerox is the “best path to create value” for the company
Feb. 13, 2018
* Deason asks a court to block merger
* Xerox says walking away from the joint venture would require it to completely rebuild its supply chain
Feb. 20, 2018
Icahn and Deason said Xerox should seek to sell itself to one of its rivals or a private equity firm
March 2, 2018
Deason sues Xerox to allow him to make nominations to its board after missing a deadline
April 17, 2018
Icahn and Deason say company could be worth $54 to $64 per share if it cashed in “untapped” intellectual property in digital printing and other businesses
April 27, 2018
* Source says Fujifilm and Xerox have reopened talks and are discussing a higher price
* U.S. judge temporarily blocks Xerox-Fujifilm deal, saying Jacobson sought to conclude the deal even though he was advised to end negotiations
May 1, 2018
* New York court filing shows Jacobson agreed to resign along with six other directors in settlement with shareholders
* The proposal still needed court approval
* As part of the agreement, the court needs to discontinue Deason litigations against Xerox defendants before 8 p.m. ET on May 3 or else the agreement will automatically terminate
May 2, 2018
* New Icahn and Deason controlled board to meet to reevaluate its joint venture deal with Fujifilm. John Visentin, previously at Novitex Enterprise Solutions, to become CEO.
* Reuters reports buyout firm Apollo Global Management LLC has expressed interest in buying Xerox
May 3, 2018
* Xerox says current board and CEO will stay after all, saying settlement agreement has expired
* Xerox appeals New York court ruling to block its deal with Fujifilm
* Xerox and the activists said the agreement expired over last-minute issues that arose in negotiations with the judge overseeing the case that made the parties unable to finalise their settlement ahead of a self-imposed deadline
May 7, 2018
* Icahn and Deason say they would seriously consider all-cash bid for Xerox at a minimum price of $40 per share
* They are “confident other potential buyers are waiting in the wings”.
* Fujifilm said in a statement it believes it will win its own appeal to the injunction blocking the deal, adding that the current deal valuations were fair.
May 9, 2018
The printer and copier maker’s board said it intended to resume merger discussions with Fujifilm seeking superior terms to those announced at the end of January.
Xerox scrapped a planned $6.1 billion deal to merge with Fujifilm Holdings and reaches a settlement with investors Carl Icahn and Darwin Deason
Compiled by Supantha Mukherjee and Laharee Chatterjee in Bengaluru; Editing by Bernard Orr and Shounak Dasgupta
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