Xerox files appeal over court's move to block the proposed deal with Fuji

May 4, 2018
Originally published on May 4, 2018 11:11 am

Xerox says it will appeal a ruling from a NYS Supreme Court Justice who last week blocked the proposed takeover of the company by Fuji.

Judge Barry Ostrager had issued his preliminary injunction after a shareholder lawsuit by activist investor Darwin Deason.  The judge had said that CEO Jeff Jacobson sought to conclude the deal even though he was advised to end negotiations.

On Friday, Xerox said that it strongly believes the judge’s decision is contrary to well-established New York law that vests the Xerox Board of Directors with the business judgment to enter into an agreement with Fuji. Xerox says the decision to approve the deal should rest with Xerox shareholders and not the court.

In its appeal, Xerox also disputes the court’s findings that the Xerox board breached its fiduciary duties by approving the agreement. Xerox says its board came to that unanimous decision after months of discussions and deliberations and based its decision that the agreement was the best alternative for stock holders.

The appeal filed by Xerox comes a day after the company announced that  management changes announced earlier this week won’t be happening.

The agreement announced on Tuesday would have seen CEO Jeff Jacobson and 6 board members resign.

But on Thursday night, Xerox said the settlement it reached with Deason and Carl Icahn would not be moving forward because of some legal stipulations that had not been implemented.