Ceridian comments on Pershing Square letter

    MINNEAPOLIS, MN, June 13 /CNW/ - 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
    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

    About Ceridian

    Ceridian Corporation (www.ceridian.com) is an information services
company serving businesses and employees in the United States, Canada and
Europe. Ceridian is one of the top human resources outsourcing companies in
each of its markets, and offers a broad range of human resource services,
including payroll, benefits administration, tax compliance, HR information
systems and Employee Assistance Program (EAP) and work-life solutions. Through
its Comdata subsidiary, Ceridian is a major payment processor and issuer of
credit cards, debit cards and stored value cards, primarily for the trucking
and retail industries in the United States.


    This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. The statements
regarding Ceridian contained in this release that are not historical in
nature, particularly those that utilize terminology such as "may," "will,"
"should," "likely," "expects," "anticipates," "estimates," "believes" or
"plans," or comparable terminology, are forward-looking statements based on
current expectations and assumptions, and entail various risks and
uncertainties that could cause actual results to differ materially from those
expressed in such forward-looking statements. Important factors known to
Ceridian that could cause such material differences are identified and
discussed from time to time in Ceridian's filings with the Securities and
Exchange Commission, including matters arising from the SEC investigation of
Ceridian, the prior restatements of Ceridian's financial statements, the
pending shareholder litigation involving Ceridian, volatility associated with
Comdata's fuel price derivative contracts and those factors which are
discussed in Ceridian's Annual Report on Form 10-K for the year ended December
31, 2006, which factors are also incorporated herein by reference.
    Ceridian does not undertake any obligation to correct or update any
forward-looking statements, whether as a result of new information, future
events or otherwise. You are advised, however, to consult any future
disclosure Ceridian makes on related subjects in future reports to the SEC.


    In connection with its 2007 Annual Meeting, Ceridian will be filing a
proxy statement, White Proxy Card and other materials with the SEC. WE URGE
contact MacKenzie Partners, Inc., Ceridian's proxy advisor, for the 2007
Annual Meeting, at 800-322-2885 or by email at
ceridianproxy@mackenziepartners.com. Investors may also obtain a free copy of
the proxy statement and other relevant documents when they become available as
well as other materials filed with the SEC concerning Ceridian at the SEC's
website at http://www.sec.gov. Free copies of Ceridian's SEC filings are also
available on Ceridian's website at http://www.ceridian.com. These materials
and other documents may also be obtained for free from: Ceridian Corporation,
3311 East Old Shakopee Road, Minneapolis, Minnesota 55425, Attn: Investor


    Ceridian and its officers and directors may be deemed, under SEC rules,
to be participants in the solicitation of proxies from Ceridian's stockholders
with respect to the matters to be considered at Ceridian's 2007 Annual
Meeting. Information regarding the officers and directors of Ceridian is
included in its Annual Report on Form 10-K/A for the year ended December 31,
2006 filed with the SEC on April 30, 2007 and on Ceridian's website at
http://www.ceridian.com. More detailed information regarding the identity of
potential participants, and their direct or indirect interests, by securities,
holdings or otherwise, will be set forth in the proxy statement and other
materials to be filed with the SEC in connection with Ceridian's 2007 Annual

For further information:

For further information: Pete Stoddart, Director of Public Relations,
(952) 853-4278; Craig Manson, Vice President of Investor Relations, (952)
853-6022; Eric Brielmann, Tim Lynch, Joele Frank, Wilkinson Brimmer Katcher,
(212) 355-4449

Organization Profile

Ceridian Canada Ltd.

More on this organization

Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890