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Morrison & Foerster LLP is advising FUJIFILM Holdings Corporation in its $6.1 billion acquisition of control of Xerox Corporation, in a transaction that will combine Xerox and Fuji Xerox Co., Ltd., a longstanding joint venture between Fujifilm and Xerox.

MoFo Advises FUJIFILM in Acquisition of Control of Xerox

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Morrison & Foerster LLP is advising FUJIFILM Holdings Corporation in its $6.1 billion acquisition of control of Xerox Corporation, in a transaction that will combine Xerox and Fuji Xerox Co., Ltd., a longstanding joint venture between Fujifilm and Xerox.Fujifilm will acquire a 50.1% stake in Xerox, and the company will maintain its NYSE listing.  In the transaction, Fuji Xerox will become a 100% subsidiary of Xerox, and Xerox will change its name to “Fuji Xerox”.  The combined company will maintain the “Fuji Xerox” and “Xerox” brands within its respective operating regions. Both the headquarters of the current Xerox (Norwalk, Connecticut, U.S.A.) and the headquarters of the current Fuji Xerox (Minato, Tokyo, Japan) are to be used as headquarters of the new Fuji Xerox.The combined company’s board of directors will include 12 members, seven of whom will be appointed by Fujifilm. Five independent directors will be appointed from the Xerox board. This highly synergistic combination is expected to deliver at least $1.7 billion in total annual cost savings by 2022, with approximately $1.2 billion of the total cost savings expected to be achieved by 2020.The MoFo team advising Fujifilm is led by corporate/M&A partners Gary Smith (Tokyo), Jeff Schrepfer (Tokyo) and Jeff Bell (New York), and also includes corporate partners Hisateru Goda (Tokyo), Masato Hayakawa (Tokyo), and Scott Lesmes (Washington D.C.), and corporate counsel Rika Saeki (Tokyo) and Yukitoshi Uwatoko (Tokyo), as well as partner Jeff Jaeckel (Washington D.C.) for antitrust, and counsel Aki Bayz (Washington D.C.) and David Newman (Washington D.C.) for regulatory issues, and Amanda Hines Gold (San Francisco) for compensation and benefits work.Select media coverage:<ul><li><a href="https://www.nytimes.com/2018/01/31/business/dealbook/trump-immigration-infrastructure-state-of-the-union.html#media-100000005711372" target="_blank">New York Times</a>: “DealBook Briefing: Xerox’s deal is the end of an era” (January 31, 2018)</li><li><a href="https://media2.mofo.com/v3/assets/blt5775cc69c999c255/blt82cdbddd8411a111/6273201ea1a1dd2aa9f6cd6c/180131-fujifilm-xerox-deal.pdf">Law360</a>: “Fujifilm Takes Over Xerox In $6.1B Joint Venture Deal” (reprinted with permission) (January 31, 2018)</li><li><a href="https://pipeline.thedeal.com/31/14468773/22313598.t?d=3&cmpid=em:CA013118#14468773" target="_blank">The Deal</a>: “Fujifilm to Take Majority of Xerox, Merge with JV” (January 31 ,2018)</li><li><a href="https://www.businesswire.com/news/home/20180131005505/en/FUJIFILM-Holdings-Xerox-Announce-Agreement-Combine-Fuji" target="_blank">Business Wire</a>: “FUJIFILM Holdings and Xerox Announce Agreement to Combine Fuji Xerox Joint Venture with Xerox” (January 31, 2018)</li><li><a href="https://www.wsj.com/articles/japans-fujifilm-to-take-majority-control-of-xerox-1517391745" target="_blank">The Wall Street Journal</a>: “Japan’s Fujifilm to Take Majority Control of Xerox” (subscription required) (January 31, 2018)</li><li><a href="https://www.mofo.com/resources/news/180131-mofo-advises-menlo-therapeutics.html ">Daily Journal</a>: “Dealmakers” (February 6, 2018)</li></ul>