Pershing Capital continues to try and stall sale of Ceridian

By Lisa Kerner

Charlotte, N.C., July 12 - Pershing Capital Management LP once again asked Ceridian Corp. to consider a sale of the company, a sponsored spin-off or an improved recapitalization plan rather that sell the company for $36 per share to Thomas H. Lee Partners, LP and Fidelity National Financial, Inc.

Ceridian agreed on May 30 to be jointly acquired by Thomas H. Lee Partners and Fidelity National Financial in an all-cash transaction valued at about $5.3 billion.

In a July 12 letter to Ceridian's board, Pershing managing partner William A. Ackman expressed confidence that each of the investor's approaches "is reasonably likely to result in a superior proposal" within the meaning the company's current merger agreement. Ackman's letter was included as part of a schedule 13D filing with the Securities and Exchange Commission.

Ackman also asked "to receive information regarding the business and affairs of the company and to engage in discussions about the alternatives described above with Ceridian's bankers and current members of Ceridian's management." Pershing is willing to sign a "reasonable" confidentiality agreement.

As previously reported, Pershing retained Lazard Freres & Co. LLC and Sullivan & Cromwell LLP to pursue "one or more value-maximizing alternatives" for the company in response to Ceridian's proposed sale for $36 per share.

Pershing, which beneficially owns 21,432,734 shares, or 14.9%, of the Minneapolis-based information services company, continues to oppose the sale of the company at what it considers a low price.

Ceridian maintained that the proposed sale "was in the best interests of Ceridian shareholders and provided the greatest and most certain value of the available alternatives."

The company will present the merger transaction for shareholder approval at Ceridian's annual meeting to be held no later than Sept. 21.

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.

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