Fujifilm Holdings has won a legal challenge against a New York court decision that blocked its proposed $6.1 billion takeover bid for iconic US printer and photocopier manufacturer Xerox Corporation.
The New York State Appellate Court has dissolved a preliminary injunction issued by the New York State Supreme Court in April 2018 that stopped the deal that would merge Xerox into joint venture Fuji Xerox - which Fujifilm would then control with a 50.1 percent stake.
Fujifilm welcomed the news and issued a statement from its headquarters in Tokyo saying that it now hopes to resume negotiations with the Xerox board.
“We are very pleased with the New York State Appellate Court’s decision, which ends the lawsuit against Fujifilm in its entirety and validates our position that Fujifilm acted properly and negotiated with Xerox at arms’ length for the transaction that was unanimously approved by the Boards of both companies,” the company said.
In May, Fujifilm sued Xerox Corp for more than $1 billion over the termination of the agreement, accusing the US company of “intentional and egregious conduct” in walking away from the deal.
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Xerox and Fujifilm had agreed to the merger in January 2018 but the Xerox board then reversed its decision after legal action by billionaire activist investors Carl Icahn and Darwin Deason, who said the deal undervalued the company. Icahn and Deason together own about 15 percent of Xerox.
Following this week’s court ruling in New York, Fujifilm’s president and COO Kenji Sukeno said: “The company continues to believe that the business combination of Fuji Xerox and Xerox, including its terms and conditions, is the best option to provide exceptional value to shareholders of both companies, and the court’s decision will allow us to discuss with Xerox the fulfilment of the original agreement.
“The company also believes that 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.”
Xerox, Icahn and Deason have yet to respond.