Printer-and-copier company plans to combine itself with a joint venture and give the Japanese company a 50.1% stake in the new entity

Xerox Corp. defended its deal with Fujifilm Holdings Corp. in a letter to shareholders Tuesday, a day after activist investor Carl Icahn said he would vote against the merger.

The U.S. printer-and-copier company last month struck a deal to combine itself with a joint venture it has run with Fujifilm for more than 50 years and give the Japanese company majority control of the new entity.

Mr....

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