A proxy war has erupted over control of human resource
outsourcing company Ceridian Corp.
Pershing Square Capital Management, a New York-based hedge
fund that manages $3 billion in assets and owns 11.3 percent of Ceridian stock
worth $450 million, nominated on Tuesday, January 23, its own slate of
candidates to take over as the board of directors of the Minneapolis-based
company. The hedge fund’s principal, activist investor William Ackman, first
voiced concerns in a January 18 filing that the company “had underperformed and
failed to achieve its business potential for more than a decade.”
Among Pershing’s nominees is Robert Levenson, a former senior
executive of Automatic Data Processing Inc. and former board member of First
Data Corp. Levenson is a founder of venture capital firm Lenox Capital
Group.
Pershing Square in
the past week details how the fight for Ceridian has escalated from a war of
words into a hostile battle between shareholders and management.
“Rather than participate in a ‘he said, she said’ dialogue
about our previous meeting,” Ackman wrote in his January 23 letter, “we prefer
to focus on the future of Ceridian under improved governance and better
alignment with shareholders’ interests.”
Ackman was referring to a January 12 meeting with Ceridian
CEO Kathryn Marinello. According to SEC filings, the meeting highlighted
divergent business strategies regarding Ceridian’s future. Ackman had expressed
concern that Comdata, its payment processing subsidiary, “represents the
majority of Ceridian’s cash flow and equity value” and was poised to lose
president Gary Krow and other top executives. Based on their meeting, Ackman
concluded that Ceridian would not likely spin off Comdata, as he had wanted.
Ceridian, in its own filing, said Marinello sent a letter to
Pershing to allay concerns regarding the future of the company and Comdata. But
instead of taking it in stride, Ackman initiated a fight over control of the
board of directors—a battle Ceridian said would be disruptive to its
success.
“Despite these assurances, Pershing Square has apparently chosen to
proceed with a full-blown proxy contest,” the company wrote, adding that Ackman
mischaracterized Marinello’s positions.
The Pershing nominees will compete for spots on the Ceridian
board during the company’s annual meeting this spring. Other Pershing nominees
include Michael Porter, a Harvard
Business School professor and a mentor of Ackman; and Alan
Schwartz, a professor of law and management at Yale University.
—Jeremy Smerd