Ceridian Corporation (NYSE:CEN), Thomas H. Lee Partners, L.P. (�THL
Partners�) and Fidelity National Financial, Inc. (NYSE:FNF) today
announced that they have entered into a definitive merger agreement
under which Ceridian will be jointly acquired by THL Partners and
FNF in an all cash transaction valued at approximately $5.3
billion. Under the terms of the agreement, Ceridian shareholders
will receive $36.00 per share in cash for each share of common
stock they hold. This represents a premium of approximately 17%
over Ceridian�s closing share price on February 12, 2007, the last
trading day prior to the public announcement that Ceridian had
commenced the exploration of strategic alternatives, and a premium
of approximately 56% over Ceridian�s closing share price on October
6, 2006, the last trading day prior to the announcement of Kathryn
V. Marinello�s appointment as President and Chief Executive Officer
of Ceridian. Ceridian is a leading provider of human resources,
transportation and retail information management services, serving
businesses and employees in the U.S., Canada and Europe. Ceridian
operates through two principal divisions, Human Resource Solutions
(HRS) and Comdata. HRS offers a broad range of human resource
outsourcing solutions, including payroll processing, tax filing,
benefits administration, work-life and employee advisory programs
and other HR-related services. HRS serves 25 million employees and
110,000 companies in 38 countries worldwide, including a majority
of the Fortune 500. Ceridian�s Comdata division is a major payment
processor and issuer of credit, debit and stored value cards,
primarily for the trucking and retail industries in the U.S. �The
primary goal of the review of strategic alternatives that we
announced on February 13, 2007, was to maximize value for our
shareholders,� said L. White Matthews, III, Chairman of Ceridian.
�The Board, along with its financial and legal advisors, evaluated
a broad range of alternatives and concluded that the sale of
Ceridian to THL Partners and FNF represents the best and most
certain way to achieve that goal.� �We are proud to partner with
THL Partners, a leading investment firm with a proven track record
of success in acquiring and building companies, and FNF, one of the
nation�s leading providers of title insurance, specialty insurance
and claims management services to large corporate and public sector
entities,� said Kathryn V. Marinello, President and Chief Executive
Officer of Ceridian. �We believe these firms bring complementary
skills which will help us build upon our leadership position as we
continue to implement our strategic plan. Our customers will
benefit from a company focused on offering repeatable, reliable
service at unmatched industry levels. The ongoing efforts of our
talented employees around the world are the key to our success and
I thank them for their continued hard work and dedication.� �We are
extremely impressed with Kathy Marinello and the management team of
Ceridian. We fully support their vision and commitment to all of
Ceridian�s customers and employees,� said Scott Jaeckel, Managing
Director of THL Partners. �In addition, as we did in Fidelity
National Information Services and Sedgwick CMS, we are again
investing alongside Bill Foley and his management team. We have
tremendous respect for their talents and believe they can bring
significant value to this transaction.� �We are very excited about
our investment in Ceridian,� said FNF Chairman and Chief Executive
Officer William P. Foley, II. �Ceridian has leading market
positions in large, growing markets, long-term and diversified
customer relationships, recurring and predictable revenue, strong
cash flow and a significant margin expansion opportunity. We have a
solid track record of managing business transformation and
achieving significant cost synergies in past acquisitions. Ceridian
has a profile similar to that of Alltel Information Services, which
we acquired in 2003 and used as the cornerstone in building what is
now Fidelity National Information Services, a nearly $10 billion
market cap company. We look forward to the Ceridian acquisition and
the opportunity it provides for us to continue to create
significant long-term value for FNF shareholders.� THL Partners and
FNF expect to bring co-investors into the transaction. FNF will own
less than 50% of Ceridian at closing and will treat the Ceridian
investment under the equity method of accounting for financial
statement purposes, similar to its minority ownership stake in
Sedgwick CMS, and will not consolidate the financial results of
Ceridian. The transaction is subject to certain closing conditions,
including the approval of Ceridian�s shareholders, antitrust and
state regulatory approvals, and the satisfaction of other customary
closing conditions. There is no financing condition to consummate
the transaction. The transaction is expected to close following the
satisfaction of all closing conditions and completion of a
financing marketing period, which is anticipated to occur in the
fourth quarter. The transaction will be presented to Ceridian
shareholders for approval at Ceridian�s Annual Meeting, which will
be scheduled as soon as practicable following the filing and review
of proxy materials with the Securities and Exchange Commission. In
any event, Ceridian intends to hold its Annual Meeting no later
than September 21, 2007. Today�s announcement concludes Ceridian�s
previously announced exploration of strategic alternatives. The
Ceridian Board, together with its financial and legal advisors,
conducted a comprehensive review process in which it evaluated a
number of strategic alternatives available to the Company,
including those related to its Comdata division. The Board believes
that the competitive nature of its strategic review process
resulted in a transaction that provides Ceridian shareholders with
certain value at levels that compare favorably to other recent
transactions in the industry. Greenhill & Co., LLC is serving
as financial advisor to Ceridian and Wachtell, Lipton, Rosen &
Katz is serving as legal advisor. Greenhill & Co. has delivered
a fairness opinion to Ceridian in connection with the transaction.
Deutsche Bank Securities Inc. is acting as financial advisor and
Deutsche Bank Securities Inc. and Credit Suisse are providing firm
financing commitments to THL Partners and FNF; Weil, Gotshal &
Manges LLP is acting as legal advisor to THL Partners and FNF.
About Ceridian Ceridian Corporation (www.ceridian.com) is an
information services company serving 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. About Thomas H. Lee Partners, L.P. (�THL Partners�) THL
Partners is one of the oldest and most successful private equity
investment firms in the United States. Since its founding in 1974,
THL Partners has become the preeminent growth buyout firm,
investing approximately $12 billion of equity capital in more than
100 businesses with an aggregate purchase price of more than $100
billion, completing over 200 add-on acquisitions for portfolio
companies, and generating superior returns for its investors and
partners. The firm currently manages approximately $20 billion of
committed capital. Notable transactions sponsored by the firm
include Univision, The Nielsen Company, West Corporation, Fidelity
National Information Services, Sedgwick CMS, Dunkin Brands, Fisher
Scientific, Experian, Snapple Beverage and ProSiebenSat1 Media.
About Fidelity National Financial, Inc. (�FNF�) FNF (www.fnf.com),
is a leading provider of title insurance, specialty insurance and
claims management services. FNF is one of the nation's largest
title insurance companies through its title insurance underwriters
- Fidelity National Title, Chicago Title, Ticor Title, Security
Union Title and Alamo Title - that issue approximately 29 percent
of all title insurance policies in the United States. FNF also
provides flood insurance, personal lines insurance and home
warranty insurance through its specialty insurance business. FNF
also is a leading provider of outsourced claims management services
to large corporate and public sector entities through its
minority-owned subsidiary, Sedgwick CMS. More information about FNF
can be found at www.fnf.com. FORWARD-LOOKING STATEMENTS This press
release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. The
statements regarding Ceridian, THL Partners and FNF contained in
this release that are not historical in nature, particularly those
that utilize terminology such as �may,� �will,� �should,� �likely,�
�expects,� �anticipates,� �estimates,� �believes� or �plans,� or
comparable terminology, are forward-looking statements based on
current expectations and assumptions, and entail various risks and
uncertainties that could cause actual results to differ materially
from those expressed in such forward-looking statements. Important
factors known to Ceridian that could cause such material
differences are identified and discussed from time to time in
Ceridian�s filings with the Securities and Exchange Commission,
including matters arising from the SEC investigation of Ceridian,
the prior restatements of Ceridian�s financial statements, the
pending shareholder litigation involving Ceridian, volatility
associated with Comdata�s fuel price derivative contracts and those
factors which are discussed in Ceridian�s Annual Report on Form
10-K for the year ended December 31, 2006, which factors are also
incorporated herein by reference. Important factors known to FNF
that could cause such material differences are identified and
discussed from time to time in FNF�s filings with the Securities
and Exchange Commission, including the possibility that the
transaction will not be completed or will not provide the benefits
anticipated, due to competition, unexpected liabilities or other
factors, the possibility that FNF and THL will not be able to find
co-investors to participate in the transaction, which could result
in the acquisition debt being consolidated into FNF�s balance sheet
and adversely affect the financial strength ratings of FNF�s
insurance subsidiaries, and those factors which are discussed in
FNF�s Annual Report on Form 10-K for the year ended December 31,
2006 and other filings with the SEC, which factors are also
incorporated herein by reference. None of Ceridian, THL Partners or
FNF undertakes any obligation to correct or update any
forward-looking statements, whether as a result of new information,
future events or otherwise. You are advised, however, to consult
any future disclosure Ceridian or FNF makes on related subjects in
future reports to the SEC. ADDITIONAL INFORMATION AND WHERE TO FIND
IT In connection with its 2007 Annual Meeting, Ceridian will be
filing 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 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
they 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, will be set forth
in the proxy statement and other materials to be filed with the SEC
in connection with Ceridian's 2007 Annual Meeting.
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