Darwin Deason, Xerox's Third-Largest Shareholder, Seeks, for the Benefit of All Xerox Shareholders, to Enjoin Xerox/Fuji Transaction and Joint Venture on the Basis of Fraud and Breaches of Fiduciary Duties

NEW YORK, NY—(Marketwired – February 13, 2018) – Darwin Deason, a long–term and third–largest shareholder of Xerox Corp. (“Xerox”), has filed a lawsuit against Fujifilm Holdings Corp. (“Fuji”), Xerox, current Xerox board members and Ursula M. Burns, Xerox's former Chairman and CEO. The complaint was filed on February 13, 2018, in the Supreme Court of the State of New York, New York County.

In the complaint, Mr. Deason alleges the following:

  • The Xerox/Fuji transaction is the result of an improper and fraudulently concealed “crown jewel” lock–up agreement that Xerox entered into with Fuji 17 years ago, that was never disclosed to Xerox's shareholders before the signing of the Xerox/Fuji transaction;
  • The “crown jewel” lock–up agreement precludes a transparent and fair process for the potential sale of Xerox;
  • Despite its duty to do so, Xerox's board fraudulently never disclosed the “crown jewel” lock–up;
  • Fuji and Fuji Xerox participated in a “WorldCom”–like accounting scandal that was uncovered in 2017 and gave Xerox the right to terminate the crown jewel lock–up provision, but the Xerox Board failed to terminate the provision;
  • Xerox publicly admitted that the lock up “limit[ed] Xerox's strategic flexibility”, which caused the Xerox board to sell 50.1% of Xerox to Fuji;
  • Xerox/Fuji deal is extremely off–market:
  • —No control premium for Xerox shareholders
  • —50.1%/49.9% Fuji control
  • —Xerox CEO and board members retain jobs
  • —No Xerox market check or sale process
  • —Xerox share price has declined 2.4% since the unaffected date (1/10) to Friday's close (date prior to issuance of Icahn/Deason letter); and
  • Deason seeks to enjoin the transaction, terminate the Xerox/Fuji joint venture lock–up and joint venture agreements and pursue strategic alternatives for Xerox.

King & Spalding LLP is representing Mr. Deason in this matter.

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL ICAHN, DARWIN DEASON AND THEIR RESPECTIVE AFFILIATES FROM THE SHAREHOLDERS OF XEROX CORPORATION IN CONNECTION WITH THE PROPOSED TRANSACTIONS BETWEEN XEROX CORPORATION AND FUJIFILM HOLDINGS CORPORATION (THE “TRANSACTION”) AND/OR FOR USE AT THE 2018 ANNUAL MEETING OF SHAREHOLDERS OF XEROX CORPORATION (THE “ANNUAL MEETING”) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY RELATED TO THE TRANSACTION AND/OR THE ANNUAL MEETING WILL BE MAILED TO SHAREHOLDERS OF XEROX CORPORATION AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED IN THE SCHEDULE 14A FILED BY CARL ICAHN, DARWIN DEASON AND THEIR RESPECTIVE AFFILIATES WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 2018.

Comments are closed

RSS Daily Times Nigeria

  • Nigeria imports decrease, other oil exports gain in 3rd quarter — NBS
    Abuja – The National Bureau of Statistics (NBS), said total imports into the country in the third quarter of 2019 decreased by 2.70 per cent, while exports of other oil products rose by 6.14 per cent. The Bureau made this known in a report made available to newsmen in Abuja on Friday. Specifically, NBS said […]
  • NCDMB says 70 per cent Nigerian content by 2027 still achievable
    Port Harcourt – Mr Simbi Wabote, the Executive Secretary, Nigerian Content Development and Monitoring Board (NCDMB), says the board’s 10-year plan to achieve 70 per cent Nigerian content in the oil and gas sector remains realisable. Wabote, represented by Dr Gina Gina, General Manager, Corporate Communications at NCDMB, spoke at a workshop for media stakeholders […]
  • Emefiele attributes Nigeria’s economic growth to CBN’s policy measures
    Ogun – Dr Godwin Emefiele the Governor of Central Bank of Nigeria (CBN), has attributed the country’s economic growth to series of policy measures put in place by the apex bank. Emefiele made the assertion at the 11th Annual Bankers Committee Retreat with theme: “Delivering Inclusive Growth: Leveraging Digital Finance” in Ogere, Ogun State. The […]
  • PDP extols Gov. Wike’s virtues
    Abuja – The Peoples Democratic Party (PDP) has described Gov. Nyesom Wike of Rivers as an exceptional leader, with extraordinary commitment and sacrifice towards national stability and well-being of Nigerians. PDP said this in a goodwill message issued by its National Publicity Secretary, Mr Kola Ologbondiyan, on Friday in Abuja to congratulate Wike on his […]

Weather for Abuja

[forecast]

RSS Vanguard News

  • Brazil’s Bolsonaro: God made me president
    President Jair Bolsonaro said on Friday God, a fellow Brazilian, had handed him the election victory that propelled him to office in South America’s largest economy. “I never imagined that I’d be president. No one gave us victory, but I think it was God’s will. He saved my life first, then he gave me that […]
  • Kenya’s police arrest suspects with 73kg of ivory
    Kenyan officers on Friday reported that two suspects had been nabbed with ten pieces of ivory weighing 73 kilograms, valued at 7.3 million shillings (73,000 U.S. dollars) in Samburu village, Kwale. The two, Charles Mweni, 32, and Tabitha Mueni 43 were arrested by Kenya’s Directorate of Criminal Investigations (DCI) officers on Thursday. The operation was […]
  • Benin City APC rally: l stayed away on my own volition ― Oshiomhole
    The National Chairman of the All Progressive Congress (APC), Adams Oshimhole, has revealed that it was on his own volition that he stayed away from the rally in Benin City, the Edo State capital. Oshiomhole explained that he did not want the enemies of the party to take advantage of the situation to cause mayhem […]

© 2019 Nigeria Newsline. All Rights Reserved. Log in -