Ceridian Stockholders Approve Merger

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<strong>Minneapolis &mdash; Sept. 20 </strong><br />Ceridian Corp. has announced that preliminary results from the company&#39;s annual meeting of stockholders indicate that Ceridian stockholders approved the adoption of the merger agreement with an affiliate of Thomas H. Lee Partners and Fidelity National Financial Inc. <br /><br />The preliminary tabulation indicates more than 99 percent of the shares voted were cast in favor of the transaction. The number of shares voted in favor of the transaction represented about 74 percent of the total shares outstanding and entitled to vote at the meeting.<br /><br />Ceridian stockholders also re-elected all seven of the directors nominated by the Ceridian board. <br />Pursuant to the previously announced settlement with Pershing Square Capital Management, after the annual meeting, the Ceridian board increased its size to 11 and appointed four Pershing Square designees.<br /><br />”We are pleased with the outcome of today&#39;s vote and that Ceridian stockholders agree with us that the merger with an affiliate of THL Partners and Fidelity National Financial is the best outcome for our stockholders, our employees and the future of Ceridian,” said Kathryn V. Marinello, president and chief executive officer. “On behalf of the Ceridian board and management team, I want to thank our stockholders, customers and dedicated employees for their support throughout this process. We look forward to completing this transaction as quickly as possible and we anticipate a smooth transition.”<br /><br />As previously announced, on May 30, Ceridian and affiliates of THL Partners and FNF entered into a definitive merger agreement, pursuant to which THL Partners and FNF would acquire all of the outstanding common stock of Ceridian for $36 per share in cash, subject to certain conditions, valuing the total transaction at about $5.3 billion.<br /><br />At the meeting, all proxy cards and ballots were turned over to the independent inspector of elections, IVS Associates Inc., for final tabulation and certification.

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