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Pershing wants Ceridian shareholders to vote for its board nominees, against merger deal
By Lisa Kerner
Charlotte, N.C., July 24 - Ceridian Corp. investor Pershing Square Capital Management, LP urged fellow shareholders to vote against the company's proposed $36-per-share merger with Thomas H. Lee Partners, LP and Fidelity National Financial, Inc. in an all-cash transaction valued at about $5.3 billion. Pershing also wants Ceridian shareholders to support its slate of nominees for election to the board at the Sept. 12 annual meeting.
The proxy contest is out of concern for the company's "future direction," Pershing said in a schedule 14A filing with the Securities and Exchange Commission.
"We do not support the proposed transaction and urge you to vote against it. We do not believe that the company's incumbent board deserves to be re-elected," Pershing's William A. Ackman said in a letter to stockholders included as part of the SEC filing.
"Furthermore, given our 14.9% ownership stake in the company - worth approximately $750 million - you can be assured that our interests are aligned with yours. By comparison, in total, the incumbent directors own less than 1% of the company's stock."
Pershing's nominees are Ackman, Michael L. Ashner, John D. Barfitt, Harald Einsmann, Robert J. Levenson, Gregory A. Pratt and Alan Schwartz.
As previously reported, Ceridian chairman L. White Matthews III said Pershing did not make the company an offer that it could evaluate to determine if it was superior to the Thomas H. Lee and Fidelity May 30 merger agreement.
In a July 12 letter to Ceridian's board, Pershing pushed for a possible sale of the company, a sponsored spinoff or an improved recapitalization plan rather than sell the company for $36 per share to Thomas H. Lee and Fidelity.
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