By Jonathan Easton for PCR
Back in January, it was announced that Fujifilm is set to acquire Xerox to create an $18 billion printing monolith but cracks are starting to show.
As reported by The Wall Street Journal, a new lawsuit is claiming that Xerox CEO Jeff Jacobson pursued a deal, even though the company’s board advised him against it.
That board ‘advice’ actually came all the way back in November 2017 because the CEO’s position was under review. The paper appears to have learned this information from an amended suit filed in a New York state court on Sunday by Darwin Deason, a Xerox holder who opposes the deal. Deason claims that the deal ‘undervalues the copier and printer company’.
On Sunday, the company denied the claim, with Xerox Chairman Robert Keegan making a statement that: “Xerox CEO Jeff Jacobson was fully authorized to engage in discussions with Fujifilm and Fuji Xerox on the proposed combination.”
He added that the lawsuit “distorts many of the facts regarding the proposed combination with Fuji Xerox.”
Deason, combined with activist shareholder Carl Icahn, holds a not insignificant 15 per cent of Xerox shares. They are arguing that, from their perspective as shareholders, the deal “disproportionately” favours Fuji.
The lawsuit could also be read as something of a power play from the outspoken Deason who wants to shake up the board.
As Reuters points out: “Deason wants to nominate directors to the Xerox board, despite missing a deadline, arguing in his suit that the current board had made a series of significant decisions and disclosures to stockholders after the nomination deadline.”
The news may come as a shock, with all parties previously appearing delighted at the deal.
Steve Hoover, senior VP and CTO at Xerox, wrote for PCR:
“What is it about the combination that will help our customers? Is it because Xerox and Fuji Xerox perfectly complement each other with our technology? Customers will have access to a broader combined product portfolio and feel confident that they are getting the best product available for them, regardless of where in the world they are—whether it is Boise or Burma, Japan or Jakarta. Additionally, the new Fuji Xerox will have a fully unified supply chain, which will bring the products to our customers seamlessly across the globe faster than ever before.
“The new Fuji Xerox will combine two leaders with world-class technological capabilities and cultures of innovation. Together, we invest nearly one billion dollars in research and product development and will lead the evolution of our industry. We will go beyond print as we know it today and drive change in important areas like inkjet, printed electronics, and printing on three-dimensional objects. In addition, our customers can expect advancements in artificial intelligence and analysis of text, image and video, device security and intelligent workplace assistants.”
A clipped 44-word stock exchange announcement hardly seems an appropriate way to bid adieu to one of the country’s great entrepreneurs. Yet this was the extent of the plaudits Bidvest heaped on Brian Joffe, the 70-year-old who founded its business 28 years ago, in an announcement two weeks ago simply titled: “resignation of nonexecutive director”.
It seemed so sterile it may as well have been written in Dettol on a cotton wool ball and turfed absent-mindedly in the disposables can.
It said Joffe quit “with immediate effect”, then added that icy cliché that might as well have been delivered by NetFlorist: “Bidvest expresses its appreciation to Mr Brian Joffe for his contribution over many years.”
The way it’s written, it sounds as if he’d been offhandedly drawing up the odd spreadsheet rather than being the man who, courtesy of 16-hour days, forged a R158bn empire from a measly R1m and a cash shell back in 1988. If Bidvest is what it is — a company that achieved 30% compound growth in sales over the past two decades — it’s entirely because of Joffe.
Contacted this week, he said he wouldn’t go into what was discussed at the board, but said there was “no fight, no argument over assets”.
Everything about Bidvest is still indelibly Brian Joffe, even if he’s putting all his energy into his new venture
He says he remains particularly proud of the “excellent” unbundling last year that split the company into two arms — Bidvest and Bidcorp.
Today, you can’t really head out the door without bumping into something that Joffe built.
You probably run into one of his products plenty of times a day: from mega-investments such as Comair, Rennies Travel, Bidvest McCarthy and BidAir Cargo to the small everyday services like supplying office stationery. And that’s before you even encounter the services company that delivers food to hotels and restaurants all over the world.
You’ll also have spotted the name Bidvest in almost every sporting code — which you’d expect, given that Joffe is a sports nut. It’s plastered all over Premier Soccer League champions Bidvest Wits and, until 2015, also over the less-successful English premiership team Sunderland. Bidvest is also the stadium sponsor of Wanderers.
It’s a reminder that everything about Bidvest is still indelibly Brian Joffe, even if he’s gone and is now putting all his energy into his new venture, Long4Life, which he listed only in April.
On his radio show this week, Bruce Whitfield asked Bidvest CEO Lindsay Ralphs if there had been any clash with Joffe, given his unceremonious departure. Would, he asked, there not be a potential for them to meet in the same waiting rooms, as they’re both now chasing deals for rival companies?
Ralphs replied: “You can never really tell … Long4Life, where Brian is now, [it’s] also on a shopping spree. I can’t really predict the future.”
What is clear is that Long4Life has already done a few savvy, unconventional deals that carry Joffe’s signature. For example, since April, it has snapped up beauty therapy chain Sorbet for R116m and bottling and canning company Inhle Beverages for R360m, and it’s trying to add Holdsport (which owns Sportsmans Warehouse) to its burgeoning portfolio.
It is an entirely predictable path for a man who told this magazine in April that while he planned to do nothing once he left Bidvest, “time erodes that kind of enthusiasm”. “I’m an entrepreneurial type and if opportunities arise that don’t fit exactly within that definition, maybe I’ll do that too,” he said.
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It’s been this way ever since, as a 30-year-old, he borrowed R49,000 from his parents in 1978 to buy half of a pet-food business. When he later sold that business for $1m, Joffe promptly retired to the US, at the age of 32, to play golf “every single day”.
But, to no-one’s surprise, he couldn’t stay away from the adrenaline. So he moved back to SA in 1982, and spent a spell with Manny Simchowitz as MD of industrial group Weil & Ascheim (he credits Simchowitz for an unerring focus on returns).
Then, in 1988, Joffe put together the R23m deal to buy catering business Chipkins, which formed the building block upon which the contemporary Bidvest was created. And, R158bn in value later, we all know how well that turned out.
Ralphs knows too. As he said on radio, Joffe “taught us everything we know”. So you can certainly see Joffe bumping heads with Bidvest at some stage. In which case, Ralphs better be on top form; there’s a long list of bruised executives who felt they could one-up Joffe on a deal and now know better.
By Rob Rose for Business Live
Office Depot has appointed Kristin Campbell to its board of directors, and she will also serve on the company’s audit committee. She previously spent 18 years at Staples.
The appointment likely gives the Boca Raton-based company an edge as Office Depot and Staples leave behind merger talks and move forward once again as full-fledged competitors.
“We are excited to welcome Kristin to our board,” Roland Smith, CEO of Office Depot, said in a statement. “Her executive leadership experience, including nearly two decades in the office products industry, brings valuable perspective to Office Depot as the company works to deliver long-term shareholder value.”
Campbell has been executive vice president and general counsel for Hilton Worldwide Holdings Inc., where she is responsible for legal, compliance and government regulations. Before Hilton, Campbell was at Staples, where she was most recently senior vice president, general counsel and corporate secretary. Campbell has also practiced law at Boston-based firms Goodwin Proctor and Rackemann and Sawyer & Brewster.
Having spent nearly two decades at Staples, Campbell can likely provide valuable insight into the operations of Office Depot’s biggest competitor. The two companies remained rivals even as Staples spent more than a year fighting the Federal Trade Commission and other regulators in its unsuccessful efforts to acquire the Boca Raton-based office supplies retailer for $6.3 billion. Competition is fierce as the companies continue to lose money and close stores.
Staples and Office Depot are the No. 1 and No. 2 office supply retailers in the U.S., and Office Depot is one of South Florida’s largest public companies, employing close to 2 000 people at its headquarters in Boca Raton.
By Emon Reiser for www.bizjournals.com