Ceridian's board wants shareholders to approve merger deal at Sept. 12 meeting

By Lisa Kerner

Charlotte, N.C., July 31 - Ceridian Corp. will hold its annual meeting of stockholders on Sept. 12, for the purpose of voting on the proposed merger with Thomas H. Lee Partners and Fidelity National Financial, Inc.

As previously reported, Ceridian announced on May 30 that it would be jointly acquired by Thomas H. Lee Partners and Fidelity National for $36 per share in an all-cash transaction valued at approximately $5.3 billion. The transaction is expected to close in the fourth quarter.

Ceridian's board of directors urges shareholders to vote in favor of the transaction, according to a schedule 14A filing with the Securities and Exchange Commission.

In addition, shareholders will vote on the election of seven directors to Ceridian's board and to ratify the audit committee's appointment of KPMG LLP as its independent registered public accounting firm.

Pershing Square Capital Management, LP and certain affiliates have filed a preliminary proxy statement stating their intention to nominate an alternative slate of directors at the meeting, the filing stated. The investor also plans to solicit proxies in opposition to the merger.

Pershing had asked Ceridian to consider a sale of the company, a sponsored spinoff or an improved recapitalization plan rather than sell the company for $36 per share. At the time, Pershing reported beneficial ownership of 21,432,734 shares, or 14.9%, of the Minneapolis-based information services company.

Ceridian determined that Pershing Square had not made an offer that the company could evaluate to determine if it may result in a superior proposal under its merger agreement with Thomas H. Lee, a Boston-based private equity investment firm, and Fidelity National, a title and specialty insurance company based in Jacksonville, Fla.

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