Ceridian Corp.
(NYSE:CEN) shares rose marginally this morning after Bill Ackman's
Pershing Square disclosed a 14.9% stake in the company and updated
shareholders on its plans in a
Schedule 13D/A filing
with the SEC. The Minneapolis, MN-based company announced a $36/share
management-led buyout earlier this year that Ackman finds grossly
inadequate. The activist investor proposed a range of alternatives that
it believes would likely result in greater value for shareholders.
Investors are watching the situation closely, but the hedge fund still
faces an uphill battle against the board and management.
Bill
Ackman's heated battle with Ceridian has been taking place for several
months now and he shows no signs of letting up. The activist investor
initially proposed that the company spin-off its Comdata division as it
is undervalued and shares few synergies with the rest of the company's
business segments. Ackman also proposed a recapitalization of the
company that would enable it to issue a special dividend or institute a
share buyback. Finally, he also believes that the company could attract
a greater premium if it continued to shop itself. In fact, his firm
reportedly knows of several interested parties!
Many investors
share Ackman's belief that these transactions could provide substantial
returns; however, the Ceridian board has remained resistant. As a
result, Ackman was forced to nominate a slate of directors to replace
the incumbents and enforce change. A recent shareholder lawsuit also
led to a lower threshold for a "superior proposal" and the elimination
of a buyer's walkaway rights in the event that the incumbent board
loses in the next proxy season. In the end, if Ackman is successful in
nominating his own candidates to the board or directors there is a good
possibility that we could see a higher share price.
So, what are
the changes that these proposals will be adopted? Well, a lot rides on
Ackman's ability to win the upcoming proxy contest. With nearly 15
percent of the company's shares in his hands along with call options
that he disclosed in the past, there is a distinct possibility if he
can garner other institutional support. The activist investor asked the
company yesterday for additional information to make its case, even if
it would require a confidentiality agreement. Consequently, the next
thing investors should
watch for
is an 8-K filing by the company disclosing that they have entered into
such an agreement. Combined, these factors make CEN a stock
worth watching!
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