• Home
  • Latest
  • Fortune 500
  • Finance
  • Tech
  • Leadership
  • Lifestyle
  • Rankings
  • Multimedia

Trendingnow

1

Bolt CEO says he let go of his entire HR team for creating problems that didn’t exist: ‘Those problems disappeared when I let them go’ 

2

Despite a $500 million net worth, Shaq just finished his fourth degree. He warns graduates: 'Your character will take you further than your resume'

3

Meet a 21-year-old community college student who's going to China as the first American woman welder in the trades Olympics

1

Bolt CEO says he let go of his entire HR team for creating problems that didn’t exist: ‘Those problems disappeared when I let them go’ 

2

Despite a $500 million net worth, Shaq just finished his fourth degree. He warns graduates: 'Your character will take you further than your resume'

3

Meet a 21-year-old community college student who's going to China as the first American woman welder in the trades Olympics
Finance

Fujifilm Is Suing Xerox for $1 Billion for Walking Away From Their Merger

By
Bloomberg
Bloomberg
Down Arrow Button Icon
By
Bloomberg
Bloomberg
Down Arrow Button Icon
June 19, 2018, 6:42 AM ET

Fujifilm Holdings accused Xerox (XRX) of caving to the whims of Carl Icahn and Darwin Deason in backing out of a $6.1 billion takeover deal.

Fujifilm (FUJIY) sued Xerox Monday in Manhattan federal court over the failed takeover, seeking more than $1 billion in damages. Xerox walked away from the deal on May 13.

“This change of heart is undoubtedly due to external pressures,” Fujifilm said in the complaint. “Xerox has recently been subject to the whims of activist investors Carl Icahn and Darwin Deason, who, notwithstanding their minority ownership of Xerox shares, have yanked the Xerox Board in more directions than can be counted.”

Representatives for Icahn and Deason weren’t immediately available for comment.

Xerox said in an emailed statement that it’s “extremely confident” the former board acted correctly in terminating the transaction, “due to, among other things, the continuously expanding unresolved accounting issues at Fuji Xerox,” the companies’ joint venture.

Icahn and fellow billionaire Deason had argued the Fujifilm offer undervalued Xerox. The pair, who collectively held about 13% of Xerox, reached a settlement with the company after months of public fighting over the merits of the Fujifilm transaction.

Under the terms of the settlement, Norwalk, Conn.-based Xerox pulled out of the Fujifilm deal and Keith Cozza, chief executive officer of Icahn Enterprises, became the company’s chairman. John Visentin replaced Jeff Jacobson as Xerox’s CEO.

The newly filed lawsuit and other litigation might drive Xerox bonds into junk territory, Robert Schiffman, Bloomberg Intelligence senior credit analyst, and Mike Campellone, BI credit associate analyst, said in a note Monday.

“If a white-knight strategic buyer doesn’t emerge, non-investment grade rating action risk looms large,” the analysts said. Moody’s rates Xerox’s debt Baa3, the lowest investment-grade rating.

Deason sued Xerox in February in Manhattan state court to block the acquisition, accusing Jacobson of acting without authorization to strike a deal that preserved his job at shareholders’ expense. The lawsuit also claimed that the company’s board breached its fiduciary duties.

A judge issued an injunction in April barring Xerox from holding a shareholder vote on the proposed merger at its annual meeting, now scheduled for July. Yet, Fujifilm hasn’t given up on the deal. In May, the company appealed. Fujifilm, based in Minato-Ku, Japan, has also asked the state court to dissolve the injunction.

The proposed merger, announced in January, would have cemented a longtime relationship between the two firms, which have operated the joint venture Fuji Xerox Co. for the past 50 years.

The deal would have generated “billions of dollars in synergies,” lawyers for Fujifilm said in Monday’s complaint. The transaction is “value-enhancing for Fujifilm’s shareholders and thus Fujifilm is compelled to take steps to protect its rights.”

The company accused the Xerox board of breaching terms of its January agreement “thanks in no small part to Icahn and Deason’s machinations.”

Icahn initially favored the merger, urging Xerox to sell to Fujifilm after it expressed interest in 2017, Fujifilm said in its complaint. As details of the possible merger took shape, Fujifilm indicated that it would seek an “outright buyout” of Xerox, in part to push out activist investors.

Following the proposal put forward in January, Icahn and Deason came out against the deal. In May, they said they would consider any cash bid for the company of at least $40 per share, or more than $10 billion.

The May 13 agreement under which the deal was ended was basically “a corporate takeover” by the two investors. It “sought to ensure that the Xerox Board is comprised of many individuals with longstanding connections to Icahn and Deason for at least the next year, effectively granting Icahn and Deason control of the Xerox board for no consideration whatsoever,” Fujifilm said.

Fujifilm seeks damages for breach of contract, breach of implied covenant of good faith and fair dealing, and a finding that Fujifilm is entitled to a $183 million termination fee.

The case is Fujifilm Holdings v. Xerox, 18-cv-5458, U.S. District Court, Southern District of New York (Manhattan).

About the Author
By Bloomberg
See full bioRight Arrow Button Icon

Latest in Finance

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025

Most Popular

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Fortune Secondary Logo
Rankings
  • 100 Best Companies
  • Fortune 500
  • Global 500
  • Fortune 500 Europe
  • Most Powerful Women
  • World's Most Admired Companies
  • See All Rankings
  • Lists Calendar
Sections
  • Finance
  • Fortune Crypto
  • Features
  • Leadership
  • Health
  • Commentary
  • Success
  • Retail
  • Mpw
  • Tech
  • Lifestyle
  • CEO Initiative
  • Asia
  • Politics
  • Conferences
  • Europe
  • Newsletters
  • Personal Finance
  • Environment
  • Magazine
  • Education
Customer Support
  • Frequently Asked Questions
  • Customer Service Portal
  • Privacy Policy
  • Terms Of Use
  • Single Issues For Purchase
  • International Print
Commercial Services
  • Advertising
  • Fortune Brand Studio
  • Fortune Analytics
  • Fortune Conferences
  • Business Development
  • Group Subscriptions
About Us
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • Facebook icon
  • Twitter icon
  • LinkedIn icon
  • Instagram icon
  • Pinterest icon

Latest in Finance

Girl doing backflip into the ocean.
Travel & LeisureAir Travel
Your ‘flexible hot girl summer’ is going to cost you
By Catherina GioinoMay 21, 2026
9 minutes ago
Mortgage rates today, May 21, 2026
Personal Financemortgages
Mortgage rates today, May 21, 2026
By Glen Luke FlanaganMay 21, 2026
1 hour ago
Current refi mortgage rates report for May 21, 2026
Personal FinanceReal Estate
Current refi mortgage rates report for May 21, 2026
By Glen Luke FlanaganMay 21, 2026
1 hour ago
Current ARM mortgage rates report for May 21, 2026
Personal FinanceReal Estate
Current ARM mortgage rates report for May 21, 2026
By Glen Luke FlanaganMay 21, 2026
1 hour ago
With bond yields surging to 4.7%, T-notes are looking like a better deal than the pricey S&P, says the Research Affiliates’ formula
InvestingFinance
With bond yields surging to 4.7%, T-notes are looking like a better deal than the pricey S&P, says the Research Affiliates’ formula
By Shawn TullyMay 21, 2026
2 hours ago
Vice President JD Vance rebuffs question about President Trump’s stock investments, says Trump is so wealthy he doesn’t trade stocks himself
PoliticsDonald Trump
Vice President JD Vance rebuffs question about President Trump’s stock investments, says Trump is so wealthy he doesn’t trade stocks himself
By Marco Quiroz-GutierrezMay 21, 2026
3 hours ago

Most Popular

Bolt CEO says he let go of his entire HR team for creating problems that didn’t exist: ‘Those problems disappeared when I let them go’ 
Workplace Culture
Bolt CEO says he let go of his entire HR team for creating problems that didn’t exist: ‘Those problems disappeared when I let them go’ 
By Preston ForeMay 19, 2026
1 day ago
Despite a $500 million net worth, Shaq just finished his fourth degree. He warns graduates: 'Your character will take you further than your resume'
Success
Despite a $500 million net worth, Shaq just finished his fourth degree. He warns graduates: 'Your character will take you further than your resume'
By Preston ForeMay 20, 2026
18 hours ago
Meet a 21-year-old community college student who's going to China as the first American woman welder in the trades Olympics
Future of Work
Meet a 21-year-old community college student who's going to China as the first American woman welder in the trades Olympics
By Mike Householder and The Associated PressMay 17, 2026
4 days ago
The Bezos family just donated $100 million to help achieve one of Mayor Zohran Mamdani’s top campaign promises
Politics
The Bezos family just donated $100 million to help achieve one of Mayor Zohran Mamdani’s top campaign promises
By Jake AngeloMay 12, 2026
9 days ago
Dr. Bernice King on why companies that walked back DEI were never truly committed: 'If you retreat that quick…that reveals who you really are'
Workplace Culture
Dr. Bernice King on why companies that walked back DEI were never truly committed: 'If you retreat that quick…that reveals who you really are'
By Preston ForeMay 19, 2026
2 days ago
Current price of oil as of May 20, 2026
Personal Finance
Current price of oil as of May 20, 2026
By Joseph HostetlerMay 20, 2026
19 hours ago

© 2026 Fortune Media IP Limited. All Rights Reserved. Use of this site constitutes acceptance of our Terms of Use and Privacy Policy | CA Notice at Collection and Privacy Notice | Do Not Sell/Share My Personal Information
FORTUNE is a trademark of Fortune Media IP Limited, registered in the U.S. and other countries. FORTUNE may receive compensation for some links to products and services on this website. Offers may be subject to change without notice.