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Fujifilm seeks new talks with Xerox after court lifts order blocking $6.1B deal

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Fujifilm seeks new talks with Xerox after court lifts order blocking $6.1B deal

Fujifilm Holdings Corp. hopes to revive talks with Xerox Corp., the Financial Times reported, after a court lifted an order blocking the Japanese group's $6.1 billion deal to gain control of the U.S. printer and photocopier maker.

A New York State appeals court on Oct. 16 dissolved the injunction on the transaction that was issued by a lower court judge who found that Xerox's CEO and board members did not carry out their fiduciary responsibilities in good faith when negotiating the transaction.

"We are very pleased with the New York State Appellate Court's decision, which ends the lawsuit against Fujifilm in its entirety and validates our position that Fujifilm acted properly and negotiated with Xerox at arms' length for the transaction that was unanimously approved by the boards of both companies," Fujifilm said.

Fujifilm said it continues to believe that a merger of Xerox and Fuji Xerox, an Asian joint venture between the two companies, would enhance value for shareholders, the FT reported.

The planned merger was called off by Xerox in May as part of a settlement with its two biggest investors, Carl Icahn and Darwin Deason, who said the deal undervalued the company and its complex structure would allow Fujifilm to complete the transaction without using its own cash.

Under the agreement, Xerox replaced CEO Jeff Jacobson with former IBM and Hewlett-Packard executive John Visentin and named Keith Cozza of Icahn Enterprises LP as its chairman.

The latest court ruling would allow Fujifilm to resume merger talks but it is unclear whether a deal will be reached.

Activist investors are asking for an all-cash bid of at least $40 per share, representing a premium of 43% to Fuji's offer, and Xerox's new slate of directors gives Icahn greater control over the company's decision, the FT noted.