In the latest twist to the Xerox/Fuji merger, Xerox CEO Jeff Jacobson and six members of its board of directors have agreed to resign after reaching an agreement with dissident shareholders Carl Icahn and Darwin Deason (15% owners), who opposed the deal from the start. The agreement will also end the lawsuit filed by Icahn and Deason in the Supreme Court of Manhattan to block the original merger in its existing format. Xerox will appoint six new members to its board – Keith Cozza, Nicholas Graziano, Scott Letier, Jay Firestone, Randolph Read and John Visentin. Cozza, who works for Icahn Enterprises, will become Chairman while Visentin will become Vice-Chair and CEO.
Current Xerox board members Robert Keegan, Charles Prince, Ann Reese, William Curt Hunter, Sarah Martinez Tucker and Stephen Rusckowski will all resign. The new board will discuss alternatives to the proposed merger and evaluate strategies to maximize shareholder value – including terminating or restructuring of Xerox’s relationship with Fujifilm and the proposed transaction. The initial proposal would have given Fujifilm 51% control over the company. Deason claimed that the transaction substantially undervalues Xerox stock, and that it gives majority control to Fujifilm without providing a premium to Xerox shareholders. We’ll continue to post news updates as they’re released.