Pershing reaches out to Ceridian shareholders again in support of board nominees, proposed merger

By Lisa Kerner

Charlotte, N.C., Sept. 4 - Pershing Capital Management, LLP's Bill Ackman made it clear during a conference call that included Ceridian Corp. shareholders on Tuesday that Pershing does not want to control Ceridian.

Ackman also said that Pershing is in favor of Ceridian's deal with Thomas H. Lee Partners, LP and Fidelity National Financial, Inc. and that Pershing wants a strong board and good governance in place if for some reason the deal breaks.

Fielding questions by phone, Ackman reiterated his company's intention to see the Lee Partners/Fidelity deal through in a timely manner. The deal has committed financing that is not contingent on the board remaining as is, Ackman noted. He also put to rest rumors that Pershing has the inside track on information, saying his company would "rather not waste time and energy with a proxy contest" but is moving ahead based on uncertainty.

Pershing's nominees to Ceridian's board Robert J. Levenson and John D. Barfitt introduced themselves on the call, both noting their 25-plus years of relevant industry experience and the fact that they are independent of Pershing. It was previously reported that other Pershing nominees include Ackman, Michael L. Ashner, Harald Einsmann, Gregory A. Pratt and Alan Schwartz.

"We are not going to rock the boat," Ackman said, as no management changes are planned if the Pershing slate is voted onto the board. Pershing does not want to disrupt operations before the merger deal closes. Ackman praised current management but said it was Pershing's investment that started the company's turnaround.

Ackman fielded questions about the spinoff of the company's Comdata division and the return of its former head Gary Krow, who was let go after being accused of giving confidential information to Pershing. Pershing's main focus currently is seeing the deal with Lee Partners and Fidelity close.

One stockholder said that Pershing "overplayed its hand" and that the proxy contest has served to confuse shareholders. Other shareholders, and one employee, expressed confidence in Pershing's move.

Ceridian stockholders are set to vote on the merger, which gives them $36 per share in a deal valued at $5.3 billion, at the Minneapolis information services company's annual meeting on Sept. 12.

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