Xerox, Fujifilm Close In on Deal -- WSJ
2018年1月31日 - 05:02PM
Dow Jones News
By Dana Mattioli, Dana Cimilluca and David Benoit
This article is being republished as part of our daily
reproduction of WSJ.com articles that also appeared in the U.S.
print edition of The Wall Street Journal (January 31, 2018).
Xerox Corp. is nearing a deal with Japan's Fujifilm Holdings
Corp. that would mark the end of the independence of the stalwart
of 20th-century American industry.
The deal would combine Xerox with a joint venture the company
has with Fujifilm, and the U.S. company's shareholders would own
just under half of the resulting entity, according to people
familiar with the matter. As part of the deal, to be announced as
soon as Wednesday, Xerox shareholders would get an implied premium
for their stock and some cash, one of the people said.
Xerox shares would continue to trade following the transaction,
should it be completed. As of Tuesday, Xerox had a market value of
$8.3 billion.
The talks could still fall apart or the terms could change.
Earlier this month, The Wall Street Journal reported that
Fujifilm and Xerox were discussing an array of possible
alternatives that may or may not have included a change of control
of Norwalk, Conn.-based Xerox.
The expected deal caps a yearslong decline at Xerox, which has
been beset by a decrease in office printing and copying as more
functions move online -- and more recently by a campaign by
activist shareholders. It would put control of the company in the
hands of a competitor that has successfully diversified away from
printing and copying and another of its signature businesses, film
photography.
By combining, the companies believe they can cut costs to combat
declining demand, a task that could be made easier by the fact that
they already know each other from their longtime joint venture. It
is that venture, Fuji Xerox, that would be combined with Xerox in
the deal.
Xerox has been under pressure from two of its biggest investors,
who together own about 15% of the company and want it to make major
changes including re-cutting the joint venture and to explore other
potential deals. Carl Icahn, Xerox's biggest investor, and Darwin
Deason, third-largest, joined together this month and called on
Xerox to fire Chief Executive Jeff Jacobson and find a new owner.
Mr. Icahn is seeking to change the board of directors, two years
after he settled another fight with the company.
It isn't clear what impact the deal with Fujifilm might have on
the activists' campaign.
Xerox was founded in 1906 in Rochester, N.Y., as a maker of
photography paper. In 1947, it entered an agreement that gave it a
license to develop a xerographic machine.
Xerox and Fujifilm struck the joint venture 55 years ago. It
sells copiers and printers in the Asia-Pacific region.
Three-quarters-owned by Fujifilm, it has about $10 billion in
annual sales.
Xerox dominated the copier market for decades, but by the 1970s
new competitors from Japan chipped away at its empire after U.S.
antitrust regulators forced it to license its patent portfolio. The
Fuji Xerox joint venture helped the company fend off Canon Inc. and
other rivals with low-end copiers, but by the end of the '90s, the
rise of email and desktop printers had upended its market and
forced several painful restructurings.
Last year, Xerox broke itself in half, spinning its
business-services operations into a new company dubbed Conduent
Inc. The legacy company returned to its roots focusing on printers
and copiers, an industry facing upheaval and an uncertain
future.
Fujifilm, based in Tokyo, got its start in film and cameras and
now derives most of its revenue from document services -- copiers
-- and health care, including everything from in vitro diagnostic
systems to pharmaceuticals and skin-care products. Its market value
is about $22 billion.
Write to Dana Mattioli at dana.mattioli@wsj.com, Dana Cimilluca
at dana.cimilluca@wsj.com and David Benoit at
david.benoit@wsj.com
(END) Dow Jones Newswires
January 31, 2018 02:47 ET (07:47 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.