October 17, 2018 / 2:50 AM / 2 months ago

REFILE-Fujifilm wins appeal in battle with Xerox over scrapped merger

(Refiles to fix typographical error in paragraph 1)

TOKYO, Oct 17 (Reuters) - Fujifilm Holdings Corp has won an appeal in its legal battle with Xerox Corp, with a U.S. court overturning preliminary injunctions requested by activist investors that had blocked a planned merger.

Xerox in May scrapped a $6.1 billion deal with Fujifilm in a settlement with investors Carl Icahn and Darwin Deason that also handed control of the U.S. photocopier giant to new management.

The ruling by the New York State Appellate Court could give Fujifilm leverage to bring Xerox management back to the negotiating table.

The court found in its ruling that Xerox’s former CEO Jeff Jacobson had neither misled or misinformed the board.

“The board, which engaged outside advisors 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 also said.

Fujifilm said in a statement that it stands by its view that the original planned merger remains the best option for the shareholders of both companies.

“(The) Court’s decision will allow us to discuss with Xerox the fulfillment of the original agreement. 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,” it said.

The two companies agreed in January to a complex deal that would have merged Xerox into their Asia joint venture Fuji Xerox and given Fujifilm control. That prompted Icahn and Deason, who own 15 percent of Xerox and argued the U.S. firm was being undervalued, to launch a proxy fight.

Representatives for Xerox and Deason were not immediately available for comment.

Reporting by Makiko Yamazaki and Naomi Tajitsu; Editing by Edwina Gibbs

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