ISS Recommends Stockholders Vote for $36 Per Share Cash Merger
ISS Also Recommends That Ceridian Stockholders Reject Pershing Square’s Full Slate For Ceridian Board
MINNEAPOLIS, MN (September 05, 2007) – Ceridian Corporation (NYSE: CEN) today announced that Institutional Shareholder Services (ISS) has 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) at the Annual Meeting of Stockholders on September 12, 2007. Under the merger agreement, Ceridian stockholders will receive $36.00 per share in cash for each share of common stock they hold. ISS also recommends that stockholders reject Pershing Square’s full slate for the Ceridian Board.
In recommending that Ceridian stockholders reject Pershing Square’s full slate of nominees and vote for the proposed merger, ISS stated:
Regarding the dissidents, we note that although Pershing recently provided some general thoughts on the steps a new dissident board would take if it were to achieve control, its plan (detailed over approximately one page in its proxy statement) lacks extensive and specific details. Further, although Pershing states it is open to retaining the current CEO after a period of assessment, and desires to rehire Gary Krow as president of Comdata, the identity of even a short list of alternative candidates for CEO of the entire company is not disclosed.*
“We are pleased that ISS recognized the value that our Board has delivered for stockholders by recommending that Ceridian stockholders vote for our proposed merger with THL Partners and Fidelity National Financial,” said Kathryn V. Marinello, President and Chief Executive Officer of Ceridian. “The ISS conclusion is consistent with our Board’s unanimous determination that the Company’s merger with THL Partners and FNF provides the greatest and most certain value for stockholders.”
“ISS is right to recommend that stockholders reject Pershing Square’s full slate of nominees as we believe electing them to the Board is pointless, disruptive and may put the $36 transaction at risk. We are, however, disappointed that ISS would support voting for two of their nominees despite acknowledging the fact that Pershing Square offers neither a plan, track record nor the operational acumen necessary to operate Ceridian. The current Board delivered the $36 per share transaction and we believe that stockholders should vote for the entire slate of current Board members to see the transaction through to completion.”
Ceridian’s Board of Directors urges all stockholders to vote today FOR the Board’s director nominees and the 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
