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Xerox to Combine With Fuji Xerox

Paul, Weiss is representing Xerox Corporation in its combination with Fuji Xerox, its longstanding joint venture with FUJIFILM Holdings Corporation. The combined company will be a global leader in innovative print technologies and intelligent work solutions, with annual revenues of $18 billion and leadership positions in key geographic regions.

Under the terms of the agreement Xerox shareholders will receive a $2.5 billion special cash dividend, or approximately $9.80 per share, funded from the combined company’s balance sheet, and own 49.9 percent of the combined company at closing. The cash dividend represents more than 30 percent of Xerox’s unaffected share price of $30.35 based on closing share price as of January 10, 2018. Fujifilm will own 50.1 percent of the combined company and provide important operational support and transformational leadership. 

The transaction has been unanimously approved by the boards of directors of both Fujifilm and Xerox. The combined company will be named “Fuji Xerox” and trade on the NYSE under the ticker XRX. The new Fuji Xerox will have dual headquarters in Norwalk, CT, U.S. and Minato, Tokyo, Japan, with presence in over 180 countries. Fuji Xerox will go to market and maintain the “Xerox” and “Fuji Xerox” brands within its respective operating regions.

The Paul, Weiss team included corporate partners Robert Schumer, Ariel Deckelbaum, Thomas de la Bastide, John Kennedy, Kelley Parker, Tong Yu, Jeanette Chan and Manuel Frey and counsel Caith Kushner, Patricia Vaz de Almeida, Bruce Gruder and David Lee; international trade counsel Richard Elliott; employee benefits partner Andrew Gaines and counsel Reuven Falik; intellectual property partner Chuck Googe and counsel Jonathan Ashtor; tax partners Jeffrey Samuels and David Mayo and counsel Alyssa Wolpin; litigation partners Andrew Forman, Jay Cohen, Jaren Janghorbani, Rick Rule, Brad Karp and Stephen Lamb and counsel Peter Jaffe; real estate partner Salvatore Gogliormella; environmental counsel William O’Brien; and antitrust counsel Marta Kelly.

January 31, 2018

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