March 2 (Reuters) - Xerox Corp has been engaged in a bitter war with two of its top investors - hedge fund managers Carl Icahn and Darwin Deason - over its deal with Japanese camera maker Fujifilm Holdings Corp.
Icahn and Deason, who together own a 15.2 percent stake in Xerox, have vigorously opposed the $6.1 billion takeover of Xerox by Fujifilm, saying the deal ‘dramatically undervalues’ the photocopier.
In the latest from the onslaught of lawsuits and open letters against Xerox, Deason filed a lawsuit on Friday seeking to nominate directors to Xerox’s board in a bid to stop the deal.
Xerox, which plans to hold its annual meeting in May, saw its shares drop as much as 2.5 percent on Friday on the news of Deason’s latest lawsuit. Xerox shares have risen nearly 5 percent this year.
The following is a timeline of what has transpired in this saga since reports of Xerox striking a deal with Fujifilm first surfaced in early January.
March 2, 2018:
Darwin Deason files a new lawsuit against Xerox, saying he has a right to nominate directors, despite missing the company’s deadline. Carl Icahn and Deason, in a statement, say Xerox needs a strategy that is “grounded in reality, not wishful thinking.”
Earlier in the day, Xerox says Deason cannot nominate directors to its board outside of its nomination window.
Feb. 26, 2018:
Deason seeks to nominate a full slate of directors to Xerox’s board in an attempt to replace the company’s current 10-member board and block the Fuji deal, which Icahn and Deason earlier said “disproportionately” favors Fuji.
Feb. 20, 2018:
Icahn and Deason say Xerox should seek to sell itself to one of its rivals or a private equity firm that would be willing to pay a premium better than Fuji’s. Xerox calls their campaign “misguided.”
Feb. 13, 2018:
Deason sues Xerox in the U.S. to block Fujifilm deal, which he says “must be stopped dead in its tracks.” Xerox says it will defend itself and Deason’s allegations are “without merit.”
Feb. 12, 2018:
Icahn, Deason in an open letter to shareholders urged them to not let Fuji “steal” the company from them. They also call shareholders’ attention to the accounting scandal at Fuji Xerox last year.
Xerox bites back against the activist investors and says a JV with Fujifilm seemed to be the “best path” for them.
Feb. 5, 2018:
Xerox says either Fujifilm or the company is liable to pay to other $183 million if their JV is terminated.
Jan. 31, 2018:
Fujifilm and Xerox announce deal in which Fujifilm plans to combine Xerox into an existing JV for Fuji Xerox. In the combined new company, Fuji will be the majority shareholder.
Before announcing the deal, Fujifilm says it plans to cut 10,000 jobs at Fuji Xerox. This JV has been around in various forms since 1962, and its current structure dates back to 2001.
Jan. 22, 2018:
Icahn and Deason join forces to push Xerox to explore strategic options, oust its “old guard”, including its CEO, and negotiate better terms for its decades-long deal with Fujifilm.
Xerox says it is “confident with the strategic direction in which the Company is heading.”
Jan. 18, 2018:
Icahn echoes sentiments of Deason and in an open letter calls for the termination or renegotiation of the Fujifilm JV, and reiterates demands for a change of leadership at Xerox.
Xerox acknowledges the letter with a mild statement - “We are aware of the letter from Carl Icahn”.
Jan. 17, 2018:
Darwin Deason discloses a stake in Xerox, and delivers a public letter to the board, demanding that Xerox immediately disclose details on its existing JV agreement with Fuji.
Xerox in response to Deason’s letter says it believes his assertions and characterizations are “false and misleading.”
Jan. 10, 2018:
Media reports surface that Xerox, under pressure to find new growth sources amid shrinking demand for its printer and copier business, is in talks for a deal with Fujifilm that could include a change in control of Xerox. (Compiled by Pushkala Aripaka and Divya R in Bengaluru; Edited by Maju Samuel)