{"id":36839,"date":"2019-11-07T13:25:38","date_gmt":"2019-11-07T21:25:38","guid":{"rendered":"https:\/\/www.enxmag.com\/twii\/?p=36839"},"modified":"2019-11-07T14:43:20","modified_gmt":"2019-11-07T22:43:20","slug":"xerox-makes-peace-with-fujifilm-via-2-3b-in-transactions-reportedly-eyes-hp-takeover","status":"publish","type":"post","link":"https:\/\/www.enxmag.com\/twii\/feature-articles\/2019\/11\/xerox-makes-peace-with-fujifilm-via-2-3b-in-transactions-reportedly-eyes-hp-takeover\/","title":{"rendered":"Xerox Makes Peace with FUJIFILM Via $2.3B in Transactions; Reportedly Eyes HP Takeover"},"content":{"rendered":"\n<div class=\"wp-block-image\"><figure class=\"alignleft\"><img loading=\"lazy\" width=\"200\" height=\"300\" src=\"https:\/\/www.enxmag.com\/twii\/wp-content\/uploads\/2018\/05\/JohnVisentin-200x300.jpg\" alt=\"\" class=\"wp-image-29400\" srcset=\"https:\/\/www.enxmag.com\/twii\/wp-content\/uploads\/2018\/05\/JohnVisentin-200x300.jpg 200w, https:\/\/www.enxmag.com\/twii\/wp-content\/uploads\/2018\/05\/JohnVisentin.jpg 427w\" sizes=\"(max-width: 200px) 100vw, 200px\" \/><figcaption>John Visentin, Xerox Corp.<\/figcaption><\/figure><\/div>\n\n\n\n<p>Following nearly two years of legal wrangling over a proposed $6.1 billion sale to Fuji Xerox that fell apart, it appears Xerox and FUJIFILM have finally done business. No sooner than the deal was inked, however, that reports began to swirl regarding Xerox&#8217;s interest in acquiring HP.<\/p>\n\n\n\n<p>Xerox announced Tuesday that it has entered into agreements with FUJIFILM Holdings Corporation and certain of its subsidiaries that will simplify and set a new course for the companies\u2019 strategic sourcing relationship going forward. The terms of the agreements include the following:<\/p>\n\n\n\n<ul><li>Sale of Xerox\u2019s 25% stake in Fuji Xerox Co., Ltd. (FX) to a subsidiary of FUJIFILM; <\/li><li>Modified sourcing terms for future product programs that will ensure Xerox\u2019s product supply continuity; <\/li><li>Sale to an affiliate of FX of Xerox\u2019s 51% stake in Xerox International Partners (XIP), an OEM joint venture between Xerox and FX, which, together with the grant of a new IP license, will allow FX to OEM certain products (such as printer engines) to named parties that are existing customers of XIP on a worldwide basis in exchange for a fixed royalty; and <\/li><li>Dismissal of the $1 billion lawsuit FUJIFILM filed against Xerox after last year\u2019s terminated merger.<\/li><\/ul>\n\n\n\n<div class=\"wp-block-image\"><figure class=\"alignright\"><img loading=\"lazy\" width=\"144\" height=\"144\" src=\"https:\/\/www.enxmag.com\/twii\/wp-content\/uploads\/2019\/06\/HP_Blue_RGB_72_MD.gif\" alt=\"\" class=\"wp-image-34943\" srcset=\"https:\/\/www.enxmag.com\/twii\/wp-content\/uploads\/2019\/06\/HP_Blue_RGB_72_MD.gif 144w, https:\/\/www.enxmag.com\/twii\/wp-content\/uploads\/2019\/06\/HP_Blue_RGB_72_MD-150x150.gif 150w, https:\/\/www.enxmag.com\/twii\/wp-content\/uploads\/2019\/06\/HP_Blue_RGB_72_MD-380x380.gif 380w, https:\/\/www.enxmag.com\/twii\/wp-content\/uploads\/2019\/06\/HP_Blue_RGB_72_MD-200x200.gif 200w\" sizes=\"(max-width: 144px) 100vw, 144px\" \/><\/figure><\/div>\n\n\n\n<p>Also, the Wall Street Journal reported Xerox&#8217;s board of directors is mulling a cash-and-stock offer to obtain HP. The offer would reportedly represent a premium to HP\u2019s $27 billion market value (three times the size of Xerox). Funding for the transaction lies in an informal commitment from a major bank. <\/p>\n\n\n\n<p>In a statement issued by the company, HP acknowledged receiving the overture.<\/p>\n\n\n\n<p>\u201cAs reviewed at HP\u2019s most recent Securities Analyst Meeting, we have great confidence in our multi-year strategy and our ability to position the company for continued success in an evolving industry, particularly given the multiple levers available to drive value creation.<\/p>\n\n\n\n<p> \u201cAgainst this backdrop, we have had conversations with Xerox Holdings  Corporation (NYSE: XRX) from time to time about a potential business combination. We have considered, among other things, what would be required to merit a transaction. Most recently, we received a proposal transmitted yesterday. \u00a0<\/p>\n\n\n\n<p> \u201cWe have a record of taking action if there is a better path forward  and will continue to act with deliberation, discipline and an eye  towards what is in the best interest of all our shareholders.\u201d<\/p>\n\n\n\n<p>As for the FUJIFILM resolution, the deals permit both firms to move forward while still leveraging future opportunities with one another.<\/p>\n\n\n\n<p>\u201cThese agreements reset our relationship with FUJIFILM and provide both companies with tremendous opportunities to grow, together and independently,\u201d said John Visentin, vice chairman and CEO of Xerox. \u201cThese agreements also unlock significant unrealized value for our shareholders, provide greater clarity for our customers and help us speed our transformation to a digital-first company.\u201d<\/p>\n\n\n\n<p>Total after-tax proceeds to Xerox from the transactions will include accrued but unpaid dividends through the date of the closings and are expected to be approximately $2.3 billion. Xerox expects to use the proceeds opportunistically to pursue accretive M&amp;A in core and adjacent industries, return capital to shareholders and pay down its $550 million December 2019 debt maturity.<\/p>\n\n\n\n<div class=\"wp-block-image\"><figure class=\"alignleft\"><img loading=\"lazy\" width=\"300\" height=\"199\" src=\"https:\/\/www.enxmag.com\/twii\/wp-content\/uploads\/2017\/02\/xerox-300x199.jpg\" alt=\"\" class=\"wp-image-22505\" srcset=\"https:\/\/www.enxmag.com\/twii\/wp-content\/uploads\/2017\/02\/xerox-300x199.jpg 300w, https:\/\/www.enxmag.com\/twii\/wp-content\/uploads\/2017\/02\/xerox-768x510.jpg 768w, https:\/\/www.enxmag.com\/twii\/wp-content\/uploads\/2017\/02\/xerox.jpg 789w\" sizes=\"(max-width: 300px) 100vw, 300px\" \/><\/figure><\/div>\n\n\n\n<p>The agreements were unanimously approved by the board of directors of Xerox and do not require a shareholder vote. Closings of the sale transactions are subject to receipt of regulatory approval in Japan and other customary closing conditions and are expected to occur in November 2019, but there can be no assurance regarding timing of completion of the regulatory review process, which could delay timing of the closings.<\/p>\n\n\n\n<p>Xerox expects to provide updated 2019 guidance by mid-December 2019 that incorporates the impact of the transactions (assuming closing of the transactions occurs as expected).<\/p>\n\n\n\n<p>King &amp; Spalding LLP acted as legal counsel to Xerox in connection with the transactions.<\/p>\n\n\n\n<p>###<\/p>\n\n\n\n<p><strong>About Xerox<\/strong><br>In the era of intelligent work, we\u2019re not just thinking about the future, we\u2019re making it. <a href=\"http:\/\/xerox.com\">Xerox Holdings Corporation<\/a> is a technology leader focused on the intersection of digital and physical. We use automation and next-generation personalization to redefine productivity, drive growth and make the world more secure. Every day, our innovative technologies and intelligent work solutions\u2014Powered by Xerox\u2014help people communicate and work better. <\/p>\n","protected":false},"excerpt":{"rendered":"<p>Following nearly two years of legal wrangling over a proposed $6.1 billion sale to Fuji Xerox that fell apart, it appears Xerox and FUJIFILM have finally done business. No sooner than the deal was inked, however, that reports began to swirl regarding Xerox&#8217;s interest in acquiring HP. Xerox announced Tuesday that it has entered into agreements with FUJIFILM Holdings Corporation and certain of its subsidiaries that will simplify and set a new course for the companies\u2019 strategic sourcing relationship going forward. The terms of the agreements include the following: Sale of Xerox\u2019s 25% stake in Fuji Xerox Co., Ltd. (FX) to a subsidiary of FUJIFILM; Modified sourcing terms for future product programs that will ensure Xerox\u2019s product supply continuity; Sale to an affiliate of FX of Xerox\u2019s 51% stake in Xerox International Partners (XIP), an OEM joint venture between Xerox and FX, which, together with the grant of a new IP license, will allow FX to OEM certain products (such as printer engines) to named parties that are existing customers of XIP on a worldwide basis in exchange for a fixed royalty; and Dismissal of the $1 billion lawsuit FUJIFILM filed against Xerox after last year\u2019s terminated merger. Also, the Wall Street Journal reported Xerox&#8217;s board of directors is mulling a cash-and-stock offer to obtain HP. The offer would reportedly represent a premium to HP\u2019s $27 billion market value (three times the size of Xerox). Funding for the transaction lies in an informal commitment from a major bank. In a statement issued by the company, HP acknowledged receiving the overture. \u201cAs reviewed at HP\u2019s most recent Securities Analyst Meeting, we have great confidence in our multi-year strategy and our ability to position the company for continued success in an evolving industry, particularly given the multiple levers available to drive value creation. \u201cAgainst this backdrop, we have had conversations with Xerox Holdings Corporation (NYSE: XRX) from time to time about a potential business combination. We have considered, among other things, what would be required to merit a transaction. Most recently, we received a proposal transmitted yesterday. \u00a0 \u201cWe have a record of taking action if there is a better path forward and will continue to act with deliberation, discipline and an eye towards what is in the best interest of all our shareholders.\u201d As for the FUJIFILM resolution, the deals permit both firms to move forward while still leveraging future opportunities with one another. \u201cThese agreements reset our relationship with FUJIFILM and provide both companies with tremendous opportunities to grow, together and independently,\u201d said John Visentin, vice chairman and CEO of Xerox. \u201cThese agreements also unlock significant unrealized value for our shareholders, provide greater clarity for our customers and help us speed our transformation to a digital-first company.\u201d Total after-tax proceeds to Xerox from the transactions will include accrued but unpaid dividends through the date of the closings and are expected to be approximately $2.3 billion. Xerox expects to use the proceeds opportunistically to pursue accretive M&amp;A in core and adjacent industries, return capital to shareholders and pay down its $550 million December 2019 debt maturity. The agreements were unanimously approved by the board of directors of Xerox and do not require a shareholder vote. Closings of the sale transactions are subject to receipt of regulatory approval in Japan and other customary closing conditions and are expected to occur in November 2019, but there can be no assurance regarding timing of completion of the regulatory review process, which could delay timing of the closings. Xerox expects to provide updated 2019 guidance by mid-December 2019 that incorporates the impact of the transactions (assuming closing of the transactions occurs as expected). King &amp; Spalding LLP acted as legal counsel to Xerox in connection with the transactions. ### About XeroxIn the era of intelligent work, we\u2019re not just thinking about the future, we\u2019re making it. Xerox Holdings Corporation is a technology leader focused on the intersection of digital and physical. We use automation and next-generation personalization to redefine productivity, drive growth and make the world more secure. Every day, our innovative technologies and intelligent work solutions\u2014Powered by Xerox\u2014help people communicate and work better.<\/p>\n","protected":false},"author":66,"featured_media":29400,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":[],"categories":[1650,82,87,1638],"tags":[203],"_links":{"self":[{"href":"https:\/\/www.enxmag.com\/twii\/wp-json\/wp\/v2\/posts\/36839"}],"collection":[{"href":"https:\/\/www.enxmag.com\/twii\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.enxmag.com\/twii\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.enxmag.com\/twii\/wp-json\/wp\/v2\/users\/66"}],"replies":[{"embeddable":true,"href":"https:\/\/www.enxmag.com\/twii\/wp-json\/wp\/v2\/comments?post=36839"}],"version-history":[{"count":2,"href":"https:\/\/www.enxmag.com\/twii\/wp-json\/wp\/v2\/posts\/36839\/revisions"}],"predecessor-version":[{"id":36859,"href":"https:\/\/www.enxmag.com\/twii\/wp-json\/wp\/v2\/posts\/36839\/revisions\/36859"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.enxmag.com\/twii\/wp-json\/wp\/v2\/media\/29400"}],"wp:attachment":[{"href":"https:\/\/www.enxmag.com\/twii\/wp-json\/wp\/v2\/media?parent=36839"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.enxmag.com\/twii\/wp-json\/wp\/v2\/categories?post=36839"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.enxmag.com\/twii\/wp-json\/wp\/v2\/tags?post=36839"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}