Ceridian Comments on Pershing Square Letter
MINNEAPOLIS, MN (June 13, 2007) – Ceridian Corporation (NYSE: CEN) today commented on a letter filed by Pershing Square Capital Management, L.P. related to the previously announced definitive merger agreement under which Ceridian will be jointly acquired by Thomas H. Lee Partners, L.P. (“THL Partners”) and Fidelity National Financial, Inc. (NYSE: FNF) (“FNF”) in an all cash transaction valued at approximately $5.3 billion.
The Company stated:
“On May 30, 2007, following a thorough and publicly announced exploration of strategic alternatives, Ceridian announced that it had entered into an agreement for the sale of the Company at $36 per share. The Board determined that this transaction was in the best interests of Ceridian shareholders and provided the greatest and most certain value of the available alternatives. Within the next several days the Company expects to file its proxy statement, which will contain more information about the Board’s process and review of strategic alternatives. The Board encourages all shareholders to review the proxy statement closely after it is filed.
Pershing Square has now filed a letter stating that it has commenced its own review of strategic alternatives for Ceridian. The Board welcomes involvement by shareholders and is prepared to review any proposals that might result in a Superior Proposal per the merger agreement. The Board remains committed to its goal of maximizing shareholder value through its review of all alternatives.”
The merger agreement under which Ceridian will be jointly acquired by THL Partners and FNF is subject to certain closing conditions, including the approval of Ceridian’s shareholders, antitrust and state regulatory approvals, and the satisfaction of other customary closing conditions. There is no financing condition to consummate the transaction. The transaction is expected to close following the satisfaction of all closing conditions and completion of a financing marketing period, which is anticipated to occur in the fourth quarter.
The transaction will be presented to Ceridian shareholders for approval at Ceridian’s Annual Meeting, which will be scheduled as soon as practicable following the filing and review of proxy materials with the Securities and Exchange Commission. In any event, Ceridian intends to hold its Annual Meeting no later than September 21, 2007.
Greenhill & Co., LLC is serving as financial advisor to Ceridian and Wachtell, Lipton, Rosen & Katz is serving as legal advisor. Greenhill & Co. has delivered a fairness opinion to Ceridian in connection with the transaction.
Source: Ceridian
