Xerox CEO is out and Fujifilm deal is in doubt in win for Carl Icahn

The CEO of Norwalk-based Xerox is quitting and the company’s plan to be taken over by Japan’s Fujifilm has been thrown into doubt.

Xerox said in a statement late Tuesday that it’s reached a deal with activist investors Carl Icahn and Darwin Deason, who have been trying to kill the Fujifilm deal and push out CEO Jeff Jacobson.

Under the agreement, Jacobson and six other current Xerox board members, including Chairman Robert Keegan, are stepping down to allow representatives of Icahn and Deason to take control of running the iconic US printer and copier company.

The Xerox board said it decided to strike a deal with the activist investors after a US judge on Friday temporarily blocked the company’s planned merger with Fujifilm. The ruling was the result of a lawsuit brought by Deason in February challenging the merger.

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The agreement between the two sides Tuesday will end the litigation and a battle over board seats that was set to take place at the next Xerox shareholders’ meeting, the company statement said.

The new board plans to meet “immediately” to consider “terminating or restructuring Xerox’s relationship with Fujifilm and the proposed transaction with Fujifilm,” according to the statement.

Under the plan that Xerox and Fujifilm announced in January, the US company’s operations would be merged with those of Fuji Xerox, a joint venture between the two firms. The multibillion-dollar deal would leave Fujifilm holding 50.1% of Fuji Xerox, with Xerox shareholders owning the rest.

But Icahn and Deason argued that it “dramatically undervalues” Xerox and would be the “final death knell” for the US company. They accused the Xerox board of overseeing “the systematic destruction of Xerox.”

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Icahn said Tuesday that last week’s court ruling and the agreement with the Xerox board “mark a watershed moment for corporate governance generally and for Xerox specifically.”

Keith Cozza, the CEO of Icahn Enterprises, is set to become the new chairman of Xerox, according to the statement. And John Visentin, an IT industry veteran who worked as a consultant to Icahn Enterprises during the battle over Xerox, is expected to be the new CEO.

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