Ceridian Comments on Pershing Square’s Amended Proxy
MINNEAPOLIS, MN (September 07, 2007) – Ceridian Corporation (NYSE: CEN) today commented on the amended proxy materials filed by Pershing Square Capital Management, L.P.:
“We continue to recommend that stockholders vote FOR all of Ceridian’s director nominees on the WHITE proxy card today. Our pending $36 per share merger was developed and negotiated by the current Board and management, and we believe that the election of ANY of Pershing Square’s nominees serves no purpose, could be disruptive, and introduces unnecessary risk to the transaction’s completion. We are actively working to obtain state regulatory approvals with a goal of completing the merger in the fourth quarter of 2007.
As we stated in our September 6, 2007 press release, the buyer has communicated to us its view that the election of any Pershing Square nominees would introduce additional risks to the pending transaction. We understand that the buyer’s primary concerns regarding the election of any Pershing Square nominees relate to the uncertainty introduced by new directors, potential management distraction and, given the acrimony of the proxy contest, the possibility that one or more key employees may leave the company. We understand that the buyer believes these distractions or departures could result in the failure of the buyer’s conditions to closing under the merger agreement, including our obligation to certify that no material adverse effect on Ceridian has occurred, which could delay or prevent the closing of the transaction.
We remain confident in our ability to complete the $36 per share merger if the current Board is reelected. But as we also stated in our September 6, 2007 press release, we have committed that in the unlikely event the merger is not completed, we would hold a new election of directors within 90 days after termination of the merger agreement. Given that we expect to complete the merger, we do not expect that the merger agreement will be terminated. However, our proxy materials set forth the circumstances under which a termination could occur, which include the failure to obtain shareholder approval of the merger, or the failure to complete the merger by December 31, 2007, which date may be extended to March 31, 2008 if necessary to obtain regulatory approvals, or extended to permit completion of a debt marketing period. In the unlikely event of termination, the subsequent election meeting would be either a special meeting or an annual meeting, depending on the timing of the meeting.
Glass Lewis & Co., PROXY Governance Inc. and Egan-Jones Rating Co. have each recommended that Ceridian stockholders use the WHITE proxy card to vote in favor of our $36 per share merger and in favor of all or a majority of the current Board. Institutional Shareholder Services (ISS) has recommended that Ceridian stockholders vote for only two of Pershing Square’s nominees, but has recommended using Pershing Square’s proxy card to vote in favor of these two nominees and in favor of the merger, and has recommended against using the WHITE proxy card to vote for any of our nominees. We are not aware that any of these firms has yet changed its recommendation based on Pershing Square’s revised proxy materials. For the reasons set forth above, we urge stockholders to use the WHITE proxy card to vote for our $36 per share merger and to reelect the current Board, and not to use Pershing Square’s proxy card. To the extent a stockholder wishes to vote for some but not all of the current Board, the WHITE proxy card provides the opportunity to withhold authority from any nominee that the stockholder does not want to elect.”
Ceridian’s Board of Directors urges all stockholders to vote today FOR the Board’s director nominees and the FOR the $36 per share cash merger. To vote in favor of these two proposals, stockholders should sign, date and return Ceridian’s WHITE proxy card. Ceridian stockholders are reminded that their vote is important. Stockholders may be able to vote their shares by telephone or by the Internet, and are advised that if they have any questions or need any assistance in voting their shares, they should contact Ceridian’s proxy solicitor, MacKenzie Partners, Inc., toll-free at 1-800-322-2885.
Source: Ceridian
