Xerox's two largest individual shareholders released an open letter to shareholders Monday, calling the company's joint venture with Fujifilm a "scheme."

Xerox’s two largest individual shareholders released an open letter to shareholders Monday, calling the company's joint venture with Fujifilm a "scheme."

In the letter, Carl Icahn and Darwin Deason state the deal is a "scheme to transfer majority ownership and control of Xerox to Fuji in a transaction that dramatically undervalues Xerox and disproportionately favors Fuji. The transaction has a tortured, convoluted structure, but it was best summarized by Shigetaka Komori, Fuji’s Chairman and CEO, when he boasted to the Nikkei Asian Review that the 'scheme will allow us to take control of Xerox without spending a penny.'”

The letter continues, "Nevertheless, as has been the case at Xerox throughout the past two decades, rather than pursue something challenging that could yield tremendous returns, the Board of Directors appears to have taken the path of least resistance and acquiesced to Fuji based on the advice of self-interested executives and advisors."

Last week, Icahn reportedly sold 1.6 million shares of Xerox. Despite the sale, Icahn and Associates still hold roughly 23 million shares.