Ceridian Corporation

Ceridian Corporation (CEN)
Thomas H. Lee Partners / Fidelity National Financial (FNF)
$5.3B Buyout

Summary

Joint acquisition by private equity firm and title insurer

Ceridian is a human resources outsourcing company

$36 per share; $5.3B total

CENnews - stock chart

Announced 5.30.07

Developments

Amendment #1 to agreement and plan of merger 8.03.07
Stockholders approve merger 9.12.07
Regulatory approvals obtained 10.10.07

Closed 11.09.07

Advisors

Financial

CEN: Greenhill
Sponsors: Deutsche Bank

Legal

CEN: Wachtell Lipton
Sponsors: Weil Gotshal
Pershing Square: Sullivan & Cromwell

Shareholder Opposition

Opposed by hedge fund, Pershing Square Capital

Pershing Square letter to shareholders 6.12.07
Company response 6.13.07

"The Board welcomes involvement by shareholders and is prepared to review any proposals that might result in a Superior Proposal per the merger agreement."
CEN news - stock chart

Pershing Square Schedule 13D filings

Amendment #12 9.10.07
Amendment #11 9.07.07
Amendment #10 8.14.07
Amendment #9 7.12.07

William A Ackman letter

Amendment #8 7.05.07
Amendment #7 6.13.07

Reports 14.9% ownership

Ceridian requests further clarification

Press release 7.19.07

New director proxy 'in case merger falls through' 9.07.07

Letter

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.1 The Merger
1.2 Closing
1.3 Effective Time
1.4 Effects of the Merger
1.5 Certificate of Incorporation and By-laws of the
Surviving Corporation
1.6 Directors
1.7 Officers

Article II Conversion of Shares; Exchange of Certificates

2.1 Effect on Capital Stock
2.2 Exchange of Certificates

Article III Company Reps

3.1 Qualification, Organization, Subsidiaries, Etc
3.2 Capital Stock
3.3 Corporate Authority Relative to this Agreement; No
Violation
3.4 Reports and Financial Statements
3.5 Internal Controls and Procedures
3.6 No Undisclosed Liabilities
3.7 Compliance with Law; Permits
3.8 Environmental Laws and Regulations
3.9 Employee Benefit Plans
3.10 Absence of Certain Changes or Events
3.11 Investigations; Litigation
3.12 Proxy Statement; Other Information
3.13 Rights Plan
3.14 Tax Matters
3.15 Labor Matters
3.16 Intellectual Property
3.17 Opinion of Financial Advisor
3.18 Required Vote of the Company Shareholders
3.19 Material Contracts
3.20 Insurance
3.21 Finders or Brokers

Article IV Parent and Merger Sub Reps

4.1 Qualification; Organization, Subsidiaries, Etc
4.2 Corporate Authority Relative to this Agreement; No
Violation
4.3 Investigations; Litigation
4.4 Proxy Statement; Other Information
4.5 Financing
4.6 Capitalization of Merger Sub
4.7 No Vote of Parent Shareholders
4.8 Finders or Brokers
4.9 Lack of Ownership of Company Common Stock
4.10 No Additional Representations
4.11 Solvency
4.12 Absence of Arrangements with Management

Article V Covenants and Agreements

5.1 Conduct of Business by the Company and Parent
5.2 Investigation
5.3 No Solicitation
5.4 Proxy Statement; Company Meeting
5.5 Stock Options and Other Stock-based Awards;
Employee Matters
5.6 Reasonable Best Efforts
5.7 Takeover Statute
5.8 Public Announcements
5.9 Indemnification and Insurance
5.10 Control of Operations
5.11 Financing
5.12 Notification of Certain Matters
5.13 Securityholder Litigation
5.14 Rule 16b-3

Article VI Conditions to the Merger

6.1 Each Party
6.2 Company
6.3 Parent and Merger Sub
6.4 Frustration of Closing Conditions

Article VII Termination

7.1 Termination or Abandonment
7.2 Termination Fees

Article VIII Miscellaneous

8.1 No Survival of Representations and Warranties
8.2 Expenses
8.3 Counterparts; Effectiveness
8.4 Governing Law
8.5 Jurisdiction; Enforcement
8.6 Waiver of Jury Trial
8.7 Notices
8.8 Assignment; Binding Effect
8.9 Severability
8.10 Entire Agreement; No Third-party Beneficiaries
8.11 Amendments; Waivers
8.12 Headings
8.13 Interpretation
8.14 Definitions

Proxy Solicitation

Shareholder meeting

Not yet scheduled

Proxy statement filings

Definitive 7.31.07
Preliminary 8.14.07
Preliminary 6.15.07

Deal Protection

No shop covenant

Merger agreement 5.3

Break-up fee

$165mm, plus out-of-pocket expenses
Agreement 7.2

Regulatory Approvals

HSR Act

Merger agreement 5.6

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