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Published on 9/10/2007 in the Prospect News Special Situations Daily.

Ceridian, Pershing Square reach 'win-win' agreement

By Lisa Kerner

Charlotte, N.C., Sept. 10 - Ceridian Corp. and Pershing Square Capital Management, LP reached an agreement regarding the election of directors at Ceridian's annual meeting, the companies jointly announced on Monday.

Pershing Square agreed to end its proxy contest, and Ceridian agreed to increase the size of its board to 11 immediately after the meeting. In addition, three of Pershing Square's current nominees - John D. Barfitt, Robert J. Levenson and Gregory A. Pratt - as well as Paul C. Hilal of Pershing Square, will be appointed to the board.

"This agreement represents a win for all Ceridian stockholders and allows us to move forward decisively in closing our $36 [per share] cash merger with Thomas H. Lee Partners and Fidelity National Financial," Ceridian president and chief executive officer Kathryn V. Marinello said in a company news release.

Pershing Square's William A. Ackman said his company is "delighted to have brought this situation to an amicable conclusion" and looks forward to a prompt closing of the merger.

It was previously reported that Ceridian said it would hold an election if its merger with Thomas H. Lee Partners, LP and Fidelity National Financial, Inc. did not close. As a result, Pershing Square downsized its board nominee list to a minority slate that included Ackman, Barfitt and Levenson.

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 Wednesday.


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