Fujifilm wins appeal in battle with Xerox over scrapped merger

The two companies agreed in January to a complex deal that would have merged Xerox into their Asia joint venture Fuji Xerox and given Fujifilm control. (Reuters)
Updated 17 October 2018
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Fujifilm wins appeal in battle with Xerox over scrapped merger

  • Xerox in May scrapped a $6.1 billion merger deal with Fujifilm
  • A US court overturned preliminary injunctions requested by activist investors that had blocked a planner merger

TOKYO: Fujifilm Holdings Corp. has won an appeal in its legal battle with Xerox Corp, with a US court overturning preliminary injunctions requested by activist investors that had blocked a planner merger.
Xerox in May scrapped a $6.1 billion deal with Fujifilm in a settlement with investors Carl Icahn and Darwin Deason that also handed control of the US photocopier giant to new management.
The ruling by the New York State Appellate Court could give Fujifilm leverage to bring Xerox management back to the negotiating table.
The court found in its ruling that Xerox’s former CEO Jeff Jacobson had neither misled or misinformed the board.
“The board, which engaged outside advisers and discussed the proposed transaction on numerous occasions prior to voting on agreeing to present it to the shareholders, did not engage in a mere post hoc review, nor was the transaction unreasonable on its face,” the ruling also said.
Fujifilm said in a statement that it stands by its view that the original planned merger remains the best option for the shareholders of both companies.
“(The) Court’s decision will allow us to discuss with Xerox the fulfillment of the original agreement. 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,” it said.
The two companies agreed in January to a complex deal that would have merged Xerox into their Asia joint venture Fuji Xerox and given Fujifilm control. That prompted Icahn and Deason, who own 15 percent of Xerox and argued the US firm was being undervalued, to launch a proxy fight.
Representatives for Xerox and Deason were not immediately available for comment.


Daimler warns on 2019 profit outlook as diesel issues bite

Updated 1 min 15 sec ago
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Daimler warns on 2019 profit outlook as diesel issues bite

  • Group earnings before interest and tax this year are now expected to be at last year’s level
  • Daimler must recall 60,000 Mercedes diesel cars in Germany after regulators found that they were fitted with software aimed at distorting emissions tests
FRANKFURT: Daimler cut its 2019 earnings outlook on Sunday after lifting provisions for issues related to its diesel vehicles by hundreds of millions of euros.
Group earnings before interest and tax this year are now expected to be at last year’s level, the carmaker said, against a previous estimate for a slight increase. Earnings will be affected in the second quarter, it said.
The revision is related to an expected increase in expenses linked to “various ongoing governmental proceedings and measures” with regard to Mercedes-Benz diesel vehicles, the company said.
The increase in the provision is likely to be “a high three-digit million-euro amount,” it added.
A spokesman declined to be more specific on the size of the provision increase and would not elaborate on the nature of the diesel issues behind the decision.
However, Sunday’s profit warning follows news over the weekend that Daimler must recall 60,000 Mercedes diesel cars in Germany after regulators found that they were fitted with software aimed at distorting emissions tests.
The transportation ministry said it was expanding its investigation into further models.
The Stuttgart-based owner of Mercedes-Benz is being investigated for its diesel emissions in Europe and the United States. It issued a similar profit warning on diesel issues in October.
In April, EU antitrust regulators charged BMW, Volkswagen and Daimler with colluding to block the rollout of clean emissions technology.
While Daimler was a whistleblower in that case and said at the time that it expected to avoid fines, BMW booked a provision of more than $1.14 billion (€1 billion).
Daimler also said it was reducing its forecast for the return on sales for Mercedes-Benz vans.
It now sees a return between minus 2 percent and minus 4 percent, below its previous forecast of a return on sales of 0 percent to 2 percent.
On Monday, car executives are due to meet with government officials and experts at the chancellery in Berlin to talk about the future of the car industry.
Daimler is one of a number of German automakers massively expanding in electric vehicles as European regulators clamp down on toxic diesel emissions.