UPDATE 1-Xerox bites back at Icahn, Deason over Fujifilm deal criticisms

(Adds comments from Xerox, shareholders, background and share prices)

Feb 13 (Reuters) - Xerox Corp hit back at activist shareholders Carl Icahn and Darwin Deason on Tuesday, calling criticisms of its decision to merge with Japan's Fujifilm Holdings misleading and inaccurate.

Fujifilm agreed to take over Xerox last month in a $6.1 billion deal, combining the U.S. company into their existing joint venture, Fuji Xerox, in which it owns a 75 percent stake.

In a letter to shareholders who still have to vote for the deal, the printer and copier maker said after looking into several alternatives, a joint venture with Fujifilm seemed to be the best path for the company.

Some analysts have said that Xerox and Fujifilm management seem locked into the deal and have limited options in terms of addressing Icahn's and Deason's opposition.

On Monday, Icahn and Deason called upon shareholders to free "the company from the shackles of the Fuji Xerox joint venture."

"The agreement is a binding legal document that cannot be simply wished away, renegotiated or dissolved because Mr. Icahn and Mr. Deason desire it so," Xerox countered on Tuesday.

The U.S. company noted in the letter to shareholders that walking away from the joint venture would require it to completely rebuild its supply chain, which would be extremely expensive and take years to implement.

Icahn and Deason own a combined 15.2 percent of the U.S. printer and copier maker, and argued that the agreement dramatically undervalued Xerox and disproportionately favored Fuji.

Representatives of Icahn and Deason could not immediately be reached for a comment.

Shares of Xerox, which were untraded on Tuesday premarket, have shed 8.4 percent since it announced plans to merge with Fujifilm. (Reporting by Laharee Chatterjee and Supantha Mukherjee in Bengaluru; Editing by Bernard Orr)