CFIUS Filing Terminated: Fujifilm Holding Corporation and Xerox Corporation

Status: Terminated

UPDATE: On May 13, 2018, Xerox Corporation announced “that the previously announced transaction agreement to combine Xerox with Fuji Xerox “is being terminated in accordance with its terms due to, among other things, the failure by Fujifilm to deliver the audited financials of Fuji Xerox by April 15, 2018 and the material deviations reflected in the audited financials of Fuji Xerox, when delivered, from the unaudited financial statements of Fuji Xerox and its subsidiaries provided to Xerox prior to the date of the Subscription Agreement and taking into account other circumstances limiting the ability of the Company, Fujifilm and Fuji Xerox to consummate a transaction.” (Press Release, Xerox Company, Form 8-K, Ex-99.1, May 13, 2018, SEC Filing.)

Posted on February 7, 2018 
Status: Upcoming/New

On January 31, 2018, Fujifilm Holding Corporation, a Japanese corporation, and Xerox Corporation, a US based global provider of digital printing and document solutions, announced that they entered into an agreement whereby the parties’ pre-existing joint venture Fujifilm Holding, Fuji Xerox Co., Ltd., a Japanese company, will be become a 100% subsidiary of Xerox, and Xerox will change its name to “Fuji Xerox,” with Fujifilm Holding to acquire 50.1% of Fuji Xerox and the existing shareholders of Xerox holding the remaining 49.9%. (See Fujifilm Holding Press Release, Fuji Xerox and Xerox to combine to become a new Fuji Xerox Fujifilm to own 50.1% of the combined company, Jan. 31, 2018.) Under the agreement, as a condition to the transaction, the parties have agreed to “prepare and file a draft joint voluntary notice to CFIUS” to obtain CFIUS Approval. (Section 5.02, Share Subscription Agreement, Xerox Form 8-K, Ex-2.2, Feb. 5, 2018, SEC Filing; see also Xerox Form 8-K, Feb. 5, 2018, SEC Filing.) The parties will also “submit to DSS and DOE, notification of the Transaction pursuant to the NISPOM and any other applicable national or industrial security regulations, and submit and request approval under any foreign ownership, control or influence (“FOCI”) related requirements . . .” (Id.)