Ceridian Urges Shareholders to Reelect Board and Avoid Risk to $36 Per Share Cash Merger
If merger does not close, Ceridian will hold new election of directors within 90 days
MINNEAPOLIS, MN (September 06, 2007) – Ceridian Corporation (NYSE: CEN) issued the following statement today with respect to Pershing Square’s continuing ill-advised effort to replace the Ceridian board:
“Replacing the current board introduces significant and unnecessary risk to completion of our $36 per share cash merger. Thomas H. Lee Partners, L.P. and Fidelity National Financial, Inc. (NYSE: FNF) have communicated to us their view that election of Pershing Square nominees would introduce additional risks to the pending transaction. Further, Thomas H. Lee Partners and Fidelity National Financial have indicated strong support for Kathryn Marinello and her management team and believe they are essential to Ceridian and its ongoing business and operations.
Despite its prior opposition to our $36 per share cash merger, Pershing Square now supports the transaction. Pershing Square also says that it now supports Ceridian’s management and desires to retain them through the closing of the merger, despite the attacks launched by Pershing Square on Ceridian’s management over the course of the last year. Finally, Pershing Square claims that it is continuing its proxy fight only so that its nominees can act as a “backstop” and take over the company in case the merger does not close. Pershing Square’s claims are disingenuous.
First, there is no need for any backstop. We are confident that, if the current board is reelected, we will complete our $36 per share cash merger. We also believe that replacing the current board introduces significant and unnecessary risk to completion of the merger. It is Pershing Square’s proxy fight that increases the very risk that Pershing Square claims to be trying to backstop. For example, if Pershing Square replaces the board and, as a result, Ceridian’s management is forced out or otherwise leaves the company, we believe this could make it difficult to complete the merger.
Second, in the event the merger does not close, an event we believe is unlikely to occur if the current board is reelected, shareholders will now have the opportunity to vote on the entire board again promptly thereafter. Ceridian does not have a classified board, so the entire board comes up for reelection each year. In order to ensure that this opportunity is even more meaningful, Ceridian is committing that in the event the merger does not close, we will hold a new election of directors within 90 days of termination of the merger agreement.
We believe the current board has worked hard and done a good job for shareholders, and deserves reelection. But we also believe that there is no reason to put our $36 per share cash merger at risk by forcing that choice today.
Reelecting the current board today will provide the greatest assurance that our $36 per share cash merger will be completed. In the unlikely event it is not completed, shareholders will have the opportunity to assess the relative merits of our nominees and any dissident nominees at a new election to be held within 90 days thereafter. If Pershing Square truly wanted to support our $36 per share cash merger, it would support the reelection of our board and allow the merger to close, knowing that if the merger did not close, it could immediately renew its election contest.
In light of our commitment, and the risk to completion of our $36 per share cash merger if a new board is elected today, we believe it is in the interest of all Ceridian shareholders to vote for the merger and reelection of the current board on Ceridian’s WHITE proxy card. We urge you to vote today.”
Source: Ceridian
