By Lisa Kerner
Charlotte, N.C., May 30 - Ceridian Corp. agreed to be jointly acquired by Thomas H. Lee Partners, LP and Fidelity National Financial, Inc. for $36 per share in an all-cash transaction valued at approximately $5.3 billion.
The per-share offer price is a 17% premium over Ceridian's closing share price on Feb. 12, the last trading day prior to the company's announcement that it would seek strategic alternatives. The per-share price is a 56% premium over Ceridian's closing share price on Oct. 6, 2006, the last trading day prior to Kathryn V. Marinello's appointment as president and chief executive officer of the company.
Ceridian shareholders will be asked to vote on the deal at the company's soon to be scheduled annual meeting. The transaction is expected to close in the fourth quarter.
"The primary goal of the review of strategic alternatives that we announced on Feb. 13, 2007, was to maximize value for our shareholders," chairman L. White Matthews, III, said in a company news release.
"The board, along with its financial and legal advisors, evaluated a broad range of alternatives and concluded that the sale of Ceridian to Thomas H. Lee Partners and Fidelity National Financial represents the best and most certain way to achieve that goal."
"We believe these firms bring complementary skills which will help us build upon our leadership position as we continue to implement our strategic plan," Marinello added.
Greenhill & Co., LLC and Wachtell, Lipton, Rosen & Katz advised the Minneapolis information services company.
Thomas H. Lee is a Boston-based private equity investment firm, and Fidelity National Financial is a title and specialty insurance company based in Jacksonville, Fla.
| Acquirer: | Thomas H. Lee Partners, LP and Fidelity National Financial, Inc.
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| Target: | Ceridian Corp.
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| Transaction value: | $5.3 billion
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| Price per share: | $36.00
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| Announcement date: | May 30
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| Expected closing: | Fourth quarter
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| Stock price for target: | NYSE: CEN: $33.72 on May 29
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