S&P 400 MidCap
12.09.2007 15:31:00
|
Ceridian Stockholders Approve Merger with Thomas H. Lee Partners and Fidelity National Financial
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.
ABOUT CERIDIAN
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.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. The
statements regarding Ceridian Corporation 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 shareholder
proxy contest, proposed merger involving Ceridian and Thomas H. Lee
Partners, L.P. and Fidelity National Financial, Inc., the SEC
investigation, the prior restatements of our financial statements, the
pending shareholder litigation, 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 and in Ceridian's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2007, which factors are also incorporated herein
by reference.
Ceridian undertakes no 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.
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