Ceridian Stockholders Approve Merger with Thomas H. Lee Partners and Fidelity National Financial
12 September 2007
MINNEAPOLIS - (BUSINESS WIRE) - Ceridian Corporation (NYSE: CEN) today announced that preliminary results from the Company's Annual Meeting of Stockholders held today indicate that Ceridian stockholders approved the adoption of the merger agreement with an affiliate of Thomas H. Lee Partners, L.P. ("THL Partners") and Fidelity National Financial, Inc. (NYSE: FNF). The preliminary tabulation indicates that more than 99% of the shares voted were cast in favor of the transaction. The number of shares voted in favor of the transaction represented approximately 74% of the total shares outstanding and entitled to vote at the meeting.
Ceridian stockholders also reelected all seven of the directors nominated by the Ceridian Board. Pursuant to the previously announced settlement with Pershing Square Capital Management, after the Annual Meeting, the Ceridian Board increased its size to eleven and appointed four Pershing Square designees.
"We are pleased with the outcome of today's vote and that Ceridian stockholders agree with us that the merger with an affiliate of THL Partners and Fidelity National Financial is the best outcome for our stockholders, our employees and the future of Ceridian," said Kathryn V. Marinello, President and Chief Executive Officer of Ceridian. "On behalf of the Ceridian Board and management team, I want to thank our stockholders, customers and dedicated employees for their support throughout this process. We look forward to completing this transaction as quickly as possible and we anticipate a smooth transition."
As previously announced, on May 30, 2007, Ceridian and affiliates of THL Partners and FNF entered into a definitive merger agreement, pursuant to which THL Partners and FNF would acquire all of the outstanding common stock of Ceridian for $36 per share in cash, subject to certain conditions, valuing the total transaction at approximately $5.3 billion.
At the meeting, all proxy cards and ballots were turned over to the independent inspector of elections, IVS Associates, Inc., for final tabulation and certification.
Ceridian Corporation (www.ceridian.com) is a business services company that helps its customers maximize the power of their people, lower their costs and focus on what they do best. The Company serves 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.
ADDITIONAL INFORMATION AND WHERE TO FIND
In connection with its 2007 annual meeting of stockholders, Ceridian has filed a proxy statement, White Proxy Card and other materials with the SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CERIDIAN AND THE MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING. Investors may contact MacKenzie Partners, Inc., Ceridian's proxy advisor for the 2007 annual meeting, at 800-322-2885 or by email at firstname.lastname@example.org. Investors may also obtain a free copy of the proxy statement and other relevant documents 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 Relations.
PARTICIPANTS IN THE SOLICITATION
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 and potential participants in the solicitation is included in Ceridian's definitive proxy statement filed with the SEC on July 31, 2007, 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.