"Over the past several weeks, the Xerox board has repeatedly requested that Fujifilm immediately enter into negotiations on improved terms for a proposed transaction," the outgoing Xerox board said in a statement. "Despite our insistence, Fujifilm provided no assurance that it will do so within an acceptable timeframe. The Xerox board believes that the transaction cannot reasonably be expected to be completed under these circumstances, particularly given the court's injunction of the transaction and the lack of shareholder support for the transaction on current terms, as well as the unresolved accounting issues at Fuji Xerox."
Expanding on the "accounting issues," Xerox said Fujifilm failed to deliver audited financials by an April 15 due date, and there were "material deviations" between the audited and unaudited figures of Fuji Xerox. According to the letter the deal died at 5:00 PM ET on Sunday.
Stepping down from the board are Robert Keegan, Charles Prince, Ann. N. Reese, William Curt Hunter, and Stephen Ruskowski. Jacobson also resigned from his role on the board.
Five new board members have already been named, Xerox said, and John Visentin -- a senior consultant to Ichan Enterprises and channel veteran who served as chairman of Presidio from 2015 to 2017 -- is expected to be named CEO.
"The new Board of Directors plans to meet immediately and, among other things, begin a process to evaluate all strategic alternatives to maximize shareholder value," Xerox said in the letter.
"We are extremely pleased that Xerox finally terminated the ill-advised scheme to cede control of the company to Fujifilm," Icahn said in a statement. "With that behind us and new shareholder-focused leadership in place, today marks a new beginning for Xerox. We have often said that the most important person at a company (by far) is the CEO. We are therefore also pleased that John Visentin, a tried and true veteran in this area, will be taking the helm.”