16.08.2007 20:32:00
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Ceridian Mails Letter to Stockholders
Ceridian Corporation (NYSE: CEN) today announced that it is mailing the
following letter to all stockholders in connection with the Company’s
September 12, 2007 Annual Meeting of Stockholders:
August 16, 2007
Dear Ceridian Stockholders:
Following a thorough and publicly announced exploration of
strategic alternatives, the Ceridian Board of Directors determined
that a sale of the company for $36 per share in cash is in the best
interests of all Ceridian stockholders and provides the greatest and
most certain value among the available alternatives. After we
announced the $36 per share transaction, Pershing Square Capital
Management, which had already disclosed its intention to try to
replace the Board, publicly stated its opposition to the transaction.
Pershing Square subsequently engaged its own financial advisers and
commenced its own exploration of strategic alternatives.
While we welcomed Pershing Square's efforts to find a superior
alternative, Pershing Square announced earlier this week that it had
found no such alternative and is now supportive of our $36 per share
merger. As stated in its revised proxy statement, Pershing Square has
"concluded that an outright sale of the company at $36 per share is
the best of the available alternatives." We welcome that support as
well.
Despite its support for the transaction, however, Pershing Square
is still attempting to replace the Board and is continuing to engage
in unfounded personal attacks against the Board and management. While
we do not intend to respond to Pershing Square's attacks in kind, we
do want you, our stockholders, to understand why we believe Pershing
Square's continued efforts to replace the Board are ill-advised and
disruptive and, if successful, may create unnecessary risks for
Ceridian and our ability to close the $36 per share transaction.
Our pending $36 per share transaction was developed and
negotiated by the current Board and management, and the Board and
management has been and remains committed to completing the
transaction as soon as possible. We believe that the election of a new
Board, nominated by a hedge fund that has engaged in attacks on the
company and its incumbent Board and management for the last eight
months, would create greater risk to the consummation of our
transaction. We believe it is not prudent to change the Board in the
middle of trying to complete a $36 per share transaction.
Pershing Square's stated reason for continuing with its election
contest is that if the transaction does not close, "it is critical
that Ceridian is governed by a board which is well equipped and
incentivized to oversee the business going forward." Ironically, it is
now Pershing Square's ongoing proxy contest against the Board which
secured the $36 per share transaction that creates additional risk
that the transaction does not close. And in that event, we believe
that putting the company in the hands of a new Board would be the
worst possible result. We also do not believe that Pershing Square has
provided any evidence that it or its nominees are better equipped to
oversee an operating business than is the current Board and
management.
In sum, we believe that a $36 per share transaction is in the
best interests of all stockholders, and it is not in your best
interests to increase risk to the completion of the transaction by
electing Pershing Square's nominees. The good news is that we remain
confident in our ability to complete our $36 per share transaction,
assuming the current Board and management remain in place pending the
closing.
For these reasons, we urge you to use the WHITE proxy card to
vote in favor of the merger and in favor of our Board nominees. For
your convenience, we have enclosed another copy of the WHITE proxy
card, which also contains instructions for voting by telephone or by
the Internet.
Thank you for your continued support.
On behalf of the Board of Directors,
/s/ L. White Matthews, III
L. White Matthews, III
Chairman
If your shares are registered in your own name, please sign, date and
mail the enclosed WHITE Proxy Card in the addressed, stamped envelope
provided today. If your shares are held in the name of a brokerage firm,
bank nominee or other institution, please sign, date and mail the
enclosed WHITE Proxy Card in the self-addressed, stamped envelope
provided.
After signing the enclosed WHITE Proxy Card do not sign or return any
proxy card sent to you by the dissident group. Remember - only your
latest dated proxy will determine how your shares are to be voted at the
meeting.
If you have any questions or need assistance in voting your shares,
please contact our proxy solicitor.
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885 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 of stockholders, Ceridian has
filed a proxy statement, White Proxy Card and other materials with the
SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER
MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
CERIDIAN AND THE MATTERS TO BE CONSIDERED AT THE 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 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 and potential participants in the solicitation is included in
Ceridian’s definitive proxy statement filed
with the SEC on July 31, 2007, 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.
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