Xerox CEO Jeff Jacobson to Resign After Reaching Agreement With Carl Icahn

Xerox CEO Jeff Jacobson and six members of the company’s board of directors will resign after reaching an agreement with top shareholders Carl Icahn and Darwin Deason, the company announced late Tuesday.

The agreement will end the lawsuit filed by Icahn and Deason over a proposed merger with Fujifilm.

Jacobson will resign from his position and step down as a member of the board of directors.

Xerox announced it will appoint six new members to its board — Keith Cozza, Nicholas Graziano, Scott Letier, Jay Firestone, Randolph Read and John Visentin. Cozza, who works for Icahn Enterprises, will become chairman of the board, while Visentin will be vice chairman and CEO.

The company announced that Robert J. Keegan, Charles Prince, Ann R. Reese, William Curt Hunter, Sarah Martinez Tucker and Stephen H. Rusckowski will resign from the board.

The new board will immediately “discuss strategic alternatives” to the company’s proposed merger, the company said in a release. They will “begin a process to evaluate all strategic alternatives to maximize shareholder value, including terminating or restructuring Xerox’s relationship with Fujifilm and the proposed transaction with Fujifilm.”

The agreement settles the pending litigation against Xerox, but has no bearing on the pending claims against Fujifilm. The proposed merger would give Fujifilm control over the majority of Xerox.

Deason and Icahn control 15% of Xerox.

Opponents of the merger with Fujifilm received a victory on Friday with a court ruling temporarily blocking the merger.

In the complaint, filed in state Supreme Court in Manhattan in February, Deason alleged that the Xerox-Fuji transaction is “extremely off-market,” that it undervalues Xerox stock, and that it gives majority control to Fuji without providing a premium to Xerox shareholders.

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SOURCE: USA Today, Will Cleveland