Ceridian promises shareholders opportunity to elect new board if merger deal tanks

By Lisa Kerner

Charlotte, N.C., Sept. 6 - Ceridian Corp. said Pershing Square Capital Management, LLP's plan to replace Ceridian's board "introduces significant and unnecessary risk to completion" of its $36-per-share cash merger with Thomas H. Lee Partners, LP and Fidelity National Financial, Inc. and urged shareholders to re-elect the current Ceridian board.

"Ceridian is committing that in the event the merger does not close, we will hold a new election of directors within 90 days of termination of the merger agreement," the company stated in its release.

In response to Pershing Square's conference call on Tuesday that included Ceridian stockholders, the company issued a statement calling the investor's claims "disingenuous."

During the conference call, Pershing Square's Bill Ackman reiterated that his company does not want to control Ceridian. Pershing Square's stated goal is to have a strong board and good governance in place if for some reason the Lee Partners/Fidelity deal breaks.

Ceridian said it is confident that, if the current board is re-elected, it will complete the merger. If Pershing Square replaces the board and Ceridian's management is forced out or otherwise leaves the company, Ceridian believes it would jeopardize the merger.

Pershing Square claimed it has no plans to disrupt management or "rock the boat" prior to the close of the merger deal, which is not contingent on the board remaining as is, Ackman added. The shareholder's nominees include Ackman, Robert J. Levenson, John D. Barfitt, Michael L. Ashner, Harald Einsmann, Gregory A. Pratt and Alan Schwartz.

Ceridian stockholders are set to vote on the merger deal, valued at $5.3 billion, at the Minneapolis information services company's annual meeting on Sept. 12.

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