Hedge fund managers Carl Icahn and Darwin Deason have stepped up their opposition to Xerox’s proposed merger with Fujifilm, calling the deal “value-destroying” and unveiling their own plan for creating shareholder value.
Under the terms of the deal, Xerox will shed its independence, with Fuji Xerox buying back Fujifilm’s 75% stake in the joint venture for about $6.1 billion and the Japanese company using the proceeds to acquire 50.1% of Xerox.
Icahn and Deason, the first and third largest shareholders of Xerox, have campaigned against the merger since it was announced in January. In their latest salvo, they released an open letter to shareholders on Tuesday.
“Both the substance of the proposed value-destroying transaction and the conflict-tainted process by which it was hatched are an insult to long-suffering Xerox shareholders and make a mockery of well-established corporate governance norms,” the letter said.
“Fuji — with the able assistance of Xerox CEO Jeff Jacobson — appears to have been successful in putting one over on the board of directors of Xerox,” Icahn and Deason added.
The two shareholders also presented an analysis of the deal and a four-point blueprint for how Xerox can have “a better, brighter future as a standalone company.”
The proposal recommends, among other things, that Xerox unlock growth through new services and partnerships with PC makers, cut costs through consolidation in its global imaging systems subsidiary, monetize its Palo Alto Research Center, and “renegotiate or eliminate the one-sided Fuji Xerox joint venture agreements.”
“We believe our plan could create total value of $54 to $64 per share compared to [the approximate] $28 per share in the [Fujifilm deal],” Icahn and Deason said.
Xerox said in a statement that Icahn and Deason had repeated “prior misleading statements” and “failed to provide a credible or actionable alternative to create value for shareholders.”
The companies have said the new Fuji Xerox will deliver at least $1.7 billion in total cost savings, with $1.2 billion to be achieved by 2020, and have annual revenues of $18 billion.