Ceridian Settles with Pension Fund over Acquisition Deal

July 16, 2007 (PLANSPONSOR.com) - Ceridian Corp. settled a lawsuit with a Minnesota firefighters' pension fund that claimed the payroll and human resources provider's buyout price from Thomas H. Lee Partners LP and Fidelity National Financial Inc. was too low.

The $5.3 billion takeover bid offered shareholders $36 per share (See Ceridian to Go Private in Acquisition ). The Minneapolis Firefighters’ Relief Association, which holds some Ceridian stock, brought the suit against the company in DelawareChancery Court.

The settlement agreement between the pension fund and Ceridian includes provisions that:

  • the pension fund won’t object to Ceridian shareholders’ voting on new directors and the proposed buyout at a September 12 annual meeting.
  • Ceridian agreed to eliminate a provision of the merger deal that would have allowed Lee to terminate it upon the election of a new board.

The pension fund was not the only shareholder dissatisfied with the deal. News that Ceridian had begun second guessing its decision to be purchased surfaced in June, when the biggest shareholder in the company – hedge fund Pershing Square Capital Management – said it was unsatisfied with the $5.3 billion takeover bid (See     Ceridian Gives Second Thought to Acquisition Deal ).

“We do not support a sale of the company at this low price,” Pershing’s founder, William Ackman, wrote to Ceridian shareholders. “It appears to us that the current deal is an ill-suited response to our proxy contest, and is suboptimal for Ceridian stockholders.” Ackman also has added 900,000 shares to his position in Ceridian in recent days.

The case is Minneapolis Firefighters’ Relief Association v. Ceridian Corp., CA2996, Delaware Chancery Court in Wilmington.