26.07.2007 22:41:00
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Ceridian Comments on Pershing Square Proxy Materials
Ceridian Corporation (NYSE: CEN) today issued the following statement
with respect to the preliminary proxy materials filed by Pershing Square
Capital Management, L.P. on July 24, 2007:
"Following a thorough and publicly announced
exploration of strategic alternatives, the Ceridian Board determined
that a sale of the company for $36 per share was in the best interests
of all Ceridian stockholders and provided the greatest and most certain
value of the available alternatives. On June 13, 2007, and again last
week, we made clear to Pershing Square and our other stockholders that
we will consider any superior economic proposal that Pershing Square or
any other party may wish to make.
Pershing Square has failed to date to present any economic proposal for
the Company and its stockholders. While we regret that Pershing Square
has resorted to personal attacks, we continue to be focused on the
operations of our Company and on providing stockholders the opportunity
to vote on both the pending merger and the Board of Directors. These are
very important matters and we urge stockholders to consider the issues
and economic choice closely. The Board recommends that Ceridian
stockholders approve the pending merger and receive $36 per share in
cash and vote for the Company’s slate of
directors who will work to close the transaction as quickly as the
agreement permits.” ABOUT CERIDIAN
Ceridian Corporation (www.ceridian.com)
is a business services company that helps its customers maximize the
power of their people, lower their costs and focus on what they do best.
The Company serves businesses and employees in the United States, Canada
and Europe. Ceridian is one of the top human resources outsourcing
companies in each of its markets, and offers a broad range of human
resource services, including payroll, benefits administration, tax
compliance, HR information systems and Employee Assistance Program (EAP)
and work-life solutions. Through its Comdata subsidiary, Ceridian is a
major payment processor and issuer of credit cards, debit cards and
stored value cards, primarily for the trucking and retail industries in
the United States.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with its 2007 Annual Meeting, Ceridian has filed a
preliminary proxy statement and will be filing a definitive proxy
statement, White Proxy Card and other materials with the SEC. WE URGE
INVESTORS TO READ THE DEFINITIVE PROXY STATEMENT AND THESE OTHER
MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT CERIDIAN AND THE MATTERS TO BE CONSIDERED AT
ITS ANNUAL MEETING. Investors may contact MacKenzie Partners, Inc.,
Ceridian’s proxy advisor, for the 2007 Annual
Meeting, at 800-322-2885 or by email at ceridianproxy@mackenziepartners.com.
Investors may also obtain a free copy of the proxy statement and other
relevant documents when as become available as well as other materials
filed with the SEC concerning Ceridian at the SEC's website at http://www.sec.gov.
Free copies of Ceridian's SEC filings are also available on Ceridian's
website at http://www.ceridian.com.
These materials and other documents may also be obtained for free from:
Ceridian Corporation, 3311 East Old Shakopee Road, Minneapolis,
Minnesota 55425, Attn: Investor Relations.
PARTICIPANTS IN THE SOLICITATION
Ceridian and its officers and directors may be deemed, under SEC rules,
to be participants in the solicitation of proxies from Ceridian's
stockholders with respect to the matters to be considered at Ceridian's
2007 Annual Meeting. Information regarding the officers and directors of
Ceridian is included in its Annual Report on Form 10-K/A for the year
ended December 31, 2006 filed with the SEC on April 30, 2007 and on
Ceridian's website at http://www.ceridian.com.
More detailed information regarding the identity of potential
participants, and their direct or indirect interests, by securities,
holdings or otherwise, is set forth in the preliminary proxy statement
and will be set forth in the definitive proxy statement and other
materials to be filed with the SEC in connection with Ceridian’s
2007 Annual Meeting.
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