* $40/share sought by Icahn, Deason is "too high" -CEO
* Fuji Xerox makes almost all copiers, can grow without Xerox -CEO
* Not opposed to proposals from new Xerox board -CEO (Adds more CEO comments)
By Makiko Yamazaki
TOKYO, June 7 (Reuters) - Japan's Fujifilm Holdings Corp said on Thursday it may have no choice but to abandon a $6.1 billion merger with Xerox Corp if there is no progress in talks with the U.S. firm's new board for about half a year.
"I don't have a specific deadline in mind, but it should normally be from several months to six months. If we have nothing by then, it can't be helped," Chief Executive Shigetaka Komori said in his first media session since the U.S. photocopier company scrapped their merger deal.
A spokeswoman later clarified this meant Fujifilm could end merger talks.
Xerox could not be reached for comment.
The two companies in January agreed to a complex deal that would merge Xerox into their 56-year-old Asia joint venture Fuji Xerox, which Fujifilm would control with a 50.1 percent stake.
But Xerox scrapped the deal last month in a settlement with activist investors Carl Icahn and Darwin Deason, who opposed the takeover by Fujifilm saying it undervalued the U.S. company.
Fuji Xerox - 75 percent owned by Fujifilm - can grow on its own, but Xerox depends on Fuji Xerox to produce almost all of the U.S. firm's copier machines, Komori said.
Under the current joint venture agreement, Fuji Xerox is focused on Asia Pacific - the region with the highest growth potential - while Xerox covers the rest. The terms on regional coverage expire in March 2021.
Icahn and Deason, who together own about 15 percent of Xerox, had said they would consider an all-cash bid of at least $40 per share.
Fujifilm said the previously agreed deal valued Xerox at $8.6 billion, or an 8 percent premium over the average Xerox stock price of $29.7 per share over a month before the deal was announced. But the value would be higher if benefits from an estimated $1.7 billion worth of synergies is included.
Komori said Fujifilm is "not opposed to considering any new proposal from the new Xerox board if it's beneficial for both firms," but the $40 per share sought by Icahn and Deason is "too high".
The typical premium offered in buyout deals is 30 percent but that would not be possible in this case, Komori said.
"We could procure funds, but many shareholders are demanding that money should be used on healthcare businesses," he said.
The photocopier business accounts for nearly half of Fujifilm's revenue and operating profit. The firm is seeking growth, however, through buying businesses involved in regenerative medicine and pharmaceuticals.
Reporting by Makiko Yamazaki Editing by Christopher Cushing