Ceridian HCM Holding Inc. (“Ceridian” or the “Company”) (NYSE:CDAY)
(TSX:CDAY), a global human capital management software company,
announced today that affiliates of Thomas H. Lee Partners, L.P. and
David D. Ossip, Chairman and Chief Executive Officer of the Company
(the “Selling Stockholders”), intend to offer 7,217,347 and 500,000
shares of the Company’s common stock, par value $0.01 per share
(the “Common Stock”), respectively, pursuant to a shelf
registration statement filed with the Securities and Exchange
Commission (the “SEC”). Prior to the exercise, the 500,000 shares
of Common Stock exercised by David Ossip made up 5.3% of his direct
and indirect holdings of Common Stock, exchangeable shares, and
vested and unvested stock options and restricted stock units.
Proceeding the exercise, David Ossip holds 8,862,884 shares of
Common Stock, exchangeable shares, and vested and unvested stock
options and restricted stock units, or 6.0% of the Company’s Common
Stock outstanding as of August 21, 2020.
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.
BofA Securities, Inc. and J.P. Morgan Securities LLC are acting
as the underwriters 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: BofA Securities
Attn: Prospectus Department, 200 North College Street, 3rd floor,
Charlotte, NC 28255-0001 or by email:
dg.prospectus_requests@bofa.com or J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York 11717, at (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: the impact of the Coronavirus
disease, COVID-19, 2019 pandemic on our business, operations and
financial results; 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 computing; failure
of our efforts to increase use of our Cloud solutions and our other
applications may not succeed; our failure to provide enhancements
and new features and modifications to our solutions; failure to
comply with the Federal Trade Commission’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, data and financial
services laws, regulations and standards; changes in regulations
governing financial services, privacy concerns, and laws or other
domestic or foreign data protection regulations; the risk of loss
caused by customer failure to repay distribution of earned net
wages and associated tax amounts made on behalf of our customers
for our Dayforce Wallet or other services; 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; reductions in our customers’ employment levels or other
overall declines in the financial viability of our current and
prospective 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, and third party software licenses or there are
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; general
economic, political and market forces beyond our control; 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.
For more information, contact:
Jeremy JohnsonVice President, Finance and Investor
RelationsCeridian HCM Holding
Inc.1-844-829-9499investors@ceridian.com
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