Ceridian HCM Holding Inc. (“Ceridian” or the “Company”)
(NYSE:CDAY) (TSX:CDAY), a global human capital management software
company, announced today the pricing of an underwritten secondary
public offering by affiliates of Thomas H. Lee Partners, L.P. and
Cannae Holdings, Inc. (the “Selling Stockholders”), of 5,000,000
and 5,000,000 shares of the Company’s common stock, par value $0.01
per share (the “Common Stock”), respectively, at the purchase price
of $53.08 pursuant to a shelf registration statement filed with the
Securities and Exchange Commission (the “SEC”).
The offering consists entirely of secondary shares to be sold by
the Selling Stockholders. The Selling Stockholders will receive all
of the proceeds from the offering. The offering is expected to
close on November 15, 2019, subject to customary closing
conditions.
J.P. Morgan Securities LLC is acting as the underwriter for this
offering.
An automatic shelf registration statement (including a
prospectus) relating to the offering of Common Stock was filed with
the SEC on May 21, 2019 and became effective upon filing. Before
you invest, you should read the prospectus in that registration
statement and the documents incorporated by reference in that
registration statement as well as the prospectus supplement related
to this offering. You may obtain these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. When available,
copies of the prospectus supplement and accompanying prospectus
related to the offering may also be obtained from: J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, New York 11717, telephone (866) 803-9204
(toll free).
The offering of these securities will be made only by means of a
prospectus supplement and the accompanying prospectus. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities
in any state or other jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
jurisdiction. Any offer to buy the securities may be withdrawn or
revoked, without obligation or commitment of any kind, at any time
prior to notice of its acceptance given after the effective
date.
About Ceridian HCM Holding Inc.
Ceridian. Makes Work Life Better™.
Ceridian is a global human capital management software company.
Dayforce, our flagship cloud HCM platform, provides human
resources, payroll, benefits, workforce management, and talent
management functionality. Our platform is used to optimize
management of the entire employee lifecycle, including attracting,
engaging, paying, deploying, and developing people. Ceridian has
solutions for organizations of all sizes.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. These statements are
subject to risks and uncertainties. All statements other than
statements of historical fact or relating to present facts or
current conditions included in this press release are
forward-looking statements. Forward-looking statements give our
current expectations and projections relating to our financial
condition, results of operations, plans, objectives, future
performance and business. You can identify forward-looking
statements by the fact that they do not relate strictly to
historical or current facts. These statements may include words
such as “anticipate,” “estimate,” “expect,” “project,” “seek,”
“plan,” “intend,” “believe,” “will,” “may,” “could,” “continue,”
“likely,” “should,” and other words.
The forward-looking statements contained in this press release
are based on our current expectations and assumptions regarding our
business, the economy, and other future conditions. Because
forward-looking statements relate to the future, by their nature,
they are subject to inherent uncertainties, risks, and changes in
circumstances that are difficult to predict. As a result, our
actual results may differ materially from those contemplated by the
forward-looking statements. Important factors that could cause
actual results to differ materially from those in the
forward-looking statements include regional, national or global
political, economic, business, competitive, market and regulatory
conditions and the following: our inability to attain or to
maintain profitability; significant competition for our solutions;
our inability to continue to develop or to sell our existing Cloud
solutions; our inability to manage our growth effectively; the risk
that we may not be able to successfully migrate our Bureau
customers to our Cloud solutions or to offset the decline in Bureau
revenue with Cloud revenue; the decline or slower than expected
development of the market for enterprise cloud; failure of our
efforts to increase use of our Cloud solutions and our other
applications; our failure to provide enhancements and new features
and modifications to our solutions; failure to comply with the
FTC’s ongoing consent order regarding data protection; system
interruptions or failures, including cyber-security breaches,
identity theft, or other disruptions that could compromise our
information; our failure to comply with applicable privacy,
security and data laws, regulations and standards; changes in
regulations governing privacy concerns and laws or other domestic
or foreign data protection regulations; the impact of the material
weakness related to the duplicative payroll incident and our
failure to maintain effective internal controls in the future; our
inability to successfully expand our current offerings into new
markets or further penetrate existing markets; our inability to
meet the more complex configuration and integration demands of our
large customers; the risk of our customers declining to renew their
agreements with us or renewing at lower performance fee levels; our
failure to manage our technical operations infrastructure; our
inability to maintain necessary third party relationships or third
party software licenses, or errors in the software we license; our
inability to protect our intellectual property rights, proprietary
technology, information, processes, and know-how; our failure to
keep pace with rapid technological changes and evolving industry
standards; or changes in laws and regulations related to the
Internet or changes in the Internet infrastructure itself. Although
we have attempted to identify important risk factors, there may be
other risk factors not presently known to us or that we presently
believe are not material that could cause actual results and
developments to differ materially from those made in or suggested
by the forward-looking statements contained in this press release.
If any of these risks materialize, or if any of the above
assumptions underlying forward-looking statements prove incorrect,
actual results and developments may differ materially from those
made in or suggested by the forward-looking statements contained in
this press release.
Any forward-looking statement made by us in this press release
speaks only as of the date on which we make it. Factors or events
that could cause our actual results to differ may emerge from time
to time, and it is not possible for us to predict all of them. We
undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by law.
Comparisons of results for current and any prior periods are not
intended to express any future trends or indications of future
performance, unless specifically expressed as such, and should be
viewed as historical data.
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version on businesswire.com: https://www.businesswire.com/news/home/20191114005430/en/
Jeremy Johnson Vice President, Finance and Investor Relations
Ceridian HCM Holding Inc. 1-844-829-9499 investors@ceridian.com
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