Proxy Governance Recommends That Ceridian Stockholders Vote for Ceridian Nominees
PROXY Governance Also Recommends Stockholders Vote For $36 Per Share Transaction
MINNEAPOLIS, MN (September 07, 2007) – Ceridian Corporation (NYSE: CEN) today announced that PROXY Governance, Inc., a leading independent voting advisory service, has recommended that Ceridian stockholders use the WHITE proxy card to vote FOR Ceridian’s Board nominees at the Annual Meeting of Stockholders on September 12, 2007.
PROXY Governance, Inc. also recommended that Ceridian stockholders vote FOR the proposed merger with affiliates of Thomas H. Lee Partners, L.P. and Fidelity National Financial, Inc. (NYSE: FNF). Under the merger agreement, Ceridian stockholders will receive $36 per share in cash for each share of common stock they hold.
In recommending that Ceridian stockholders vote FOR Ceridian’s director nominees and the proposed merger, PROXY Governance, Inc. stated:
“We recognize that the offer is fully financed, that it represents a fair premium to shareholders based on unaffected stock prices and the opinion of equity analysts, and is supported by the company’s largest shareholder, dissident Pershing Square.
[W]e do note that much of Pershing Square’s announced plan appears to consist of items that Ceridian has either (1) already announced and begun to execute as part of its own plan, or (2) considered and dismissed as not beneficial to shareholders.
Other items in Pershing Square’s plan also appear to have been taken out of Ceridian’s playbook.
[W]e believe that replacing the entire board could pose some risk to the completion of the merger-[W]e note that there has been considerable animosity between the dissident and management over the past year. We believe that turning the board over to the dissident at precisely the time when it needs to work closely with management and the buyers to quickly seal this deal would inevitably require, at the very least, more time than would simply leaving the matter in the hands of the current board. Given the uncertainties in the credit market, we believe additional time equates to additional risk.
In the event of a failed merger, we also believe that the current board has presented a turnaround plan that is more detailed than that of the dissident, and has installed a management team focused on execution of that plan.”*
Ceridian’s Board of Directors urges all stockholders to follow PROXY Governance, Inc.’s recommendation and vote today FOR the Board’s director nominees and FOR the $36 per share transaction. 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
