Ceridian Mails Letter to Stockholders
Ceridian Board Urges Stockholders to Vote the White Proxy Card
MINNEAPOLIS, MN (August 16, 2007) – Ceridian Corporation (NYSE: CEN) today announced that it is mailing the following letter to all stockholders in connection with the Company’s September 12, 2007 Annual Meeting of Stockholders:
August 16, 2007
Dear Ceridian Stockholders:
Following a thorough and publicly announced exploration of strategic alternatives, the Ceridian Board of Directors determined that a sale of the company for $36 per share in cash is in the best interests of all Ceridian stockholders and provides the greatest and most certain value among the available alternatives. After we announced the $36 per share transaction, Pershing Square Capital Management, which had already disclosed its intention to try to replace the Board, publicly stated its opposition to the transaction. Pershing Square subsequently engaged its own financial advisers and commenced its own exploration of strategic alternatives.
While we welcomed Pershing Square’s efforts to find a superior alternative, Pershing Square announced earlier this week that it had found no such alternative and is now supportive of our $36 per share merger. As stated in its revised proxy statement, Pershing Square has “concluded that an outright sale of the company at $36 per share is the best of the available alternatives.” We welcome that support as well.
Despite its support for the transaction, however, Pershing Square is still attempting to replace the Board and is continuing to engage in unfounded personal attacks against the Board and management. While we do not intend to respond to Pershing Square’s attacks in kind, we do want you, our stockholders, to understand why we believe Pershing Square’s continued efforts to replace the Board are ill-advised and disruptive and, if successful, may create unnecessary risks for Ceridian and our ability to close the $36 per share transaction.
Our pending $36 per share transaction was developed and negotiated by the current Board and management, and the Board and management has been and remains committed to completing the transaction as soon as possible. We believe that the election of a new Board, nominated by a hedge fund that has engaged in attacks on the company and its incumbent Board and management for the last eight months, would create greater risk to the consummation of our transaction. We believe it is not prudent to change the Board in the middle of trying to complete a $36 per share transaction.
Pershing Square’s stated reason for continuing with its election contest is that if the transaction does not close, “it is critical that Ceridian is governed by a board which is well equipped and incentivized to oversee the business going forward.” Ironically, it is now Pershing Square’s ongoing proxy contest against the Board which secured the $36 per share transaction that creates additional risk that the transaction does not close. And in that event, we believe that putting the company in the hands of a new Board would be the worst possible result. We also do not believe that Pershing Square has provided any evidence that it or its nominees are better equipped to oversee an operating business than is the current Board and management.
In sum, we believe that a $36 per share transaction is in the best interests of all stockholders, and it is not in your best interests to increase risk to the completion of the transaction by electing Pershing Square’s nominees. The good news is that we remain confident in our ability to complete our $36 per share transaction, assuming the current Board and management remain in place pending the closing.
For these reasons, we urge you to use the WHITE proxy card to vote in favor of the merger and in favor of our Board nominees. For your convenience, we have enclosed another copy of the WHITE proxy card, which also contains instructions for voting by telephone or by the Internet.
Thank you for your continued support.
On behalf of the Board of Directors,
/s/ L. White Matthews, III
L. White Matthews, III
Chairman
Source: Ceridian
