Ceridian says Pershing has not made an offer it can evaluate

By Lisa Kerner

Charlotte, N.C., July 19 - Ceridian Corp. board chairman L. White Matthews III said in a letter to Pershing Square Capital Management, LP that the investor has "not made an offer which we can evaluate to determine if it may result in a superior proposal in accordance with the standards set forth in our merger agreement."

The letter was included as part of a form 8-K filing with the Securities and Exchange Commission and was in response to the investor's letter of July 12 to the company. Pershing had again asked Ceridian to consider a sale of the company, a sponsored spinoff 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.

"The board welcomes receipt of any bona fide offers in accordance with the standards set forth in our merger agreement and the board's fiduciary duties. If the board determines that an offer is or is reasonably likely to result in a superior proposal, the board will be happy to provide confidential information and commence discussions," Williams wrote.

As previously reported, Ceridian agreed on May 30 to be jointly acquired by Thomas H. Lee and Fidelity in an all-cash transaction valued at about $5.3 billion. Ceridian is slated to present the merger transaction for shareholder approval at its annual meeting to be held no later than Sept. 21.

Pershing reported beneficial ownership of 21,432,734 shares, or 14.9%, of the Minneapolis-based 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.

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