Xerox Holdings Corporation has entered into a share purchase agreement to buy all shares owned by billionaire activist investor Carl C. Icahn and his affiliates for $15.84 per share in a deal worth approximately $542 million. Icahn was the company’s largest shareholder with a stake of more than 21%.


“The transaction is expected to close no later than September 29, 2023,” Xerox said. “Subsequent to the closing of the transaction, the Icahn Parties will no longer hold any Xerox common shares. Concurrent with the closing of the repurchase, Jesse Lynn and Steven Miller, who are employed by the Icahn Parties, and James Nelson, an independent director, will resign from the Company’s board of directors.”

"Our decision to repurchase shares is reflective of the confidence we have in our business, our strategy and our ability to improve Xerox profitability and cash performance," said Steve Bandrowczak, CEO of Xerox. "For nearly a decade, Carl and his affiliates have served as important shareholders to Xerox, providing invaluable counsel, guidance and activism to support our evolution as a workplace technology leader. On behalf of Xerox and the board of directors, I would like to thank Carl and our departing directors for their dedication to Xerox and for contributing to our past, present and future success."

Icahn said: "As a longtime shareholder of Xerox, I've watched this iconic brand endure the hardest of times and come out stronger, all while returning substantial amounts of capital back to shareholders. I helped Xerox maintain its independence while pursuing consolidation within the print industry. I will continue to be a champion of the company and hope my activism will long be remembered as Xerox continues its positive momentum."

Scott Letier, who has served on the board since 2018, has been appointed chairman of the Xerox Board of Directors effective upon the closing of the repurchase transaction.

“The transaction was negotiated and unanimously recommended to Xerox’s Board of Directors by a Special Committee of the board, comprised solely of independent and disinterested directors,” Xerox said. “The Special Committee was advised by independent financial and legal advisors. The entire Board, with the exception of members employed by Icahn Parties, who recused themselves from the vote, voted in favour of the transaction.”

In May, Mr Icahn's and his investment vehicles' wealth was reportedly reduced by USD$15 billion as a result of short-selling by another party.

Earlier this week, we reported on Xerox' pulling out of the global print-related flagship trade show, drupa 2024.


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