Roseland-based ADP, a leading global provider of Human Capital Management (HCM) solutions,
today announced that its board of directors has established a record
date for the spin-off of its Dealer Services business unit, recently
named CDK Global.
ADP anticipates that the two companies will be separated through a
distribution of CDK Global shares after the market close on September
30, 2014 to ADP shareholders of record after the market close on
September 24, 2014. No action or payment is required by ADP shareholders
to receive the common stock of CDK Global in the distribution.
Shareholders who hold ADP common stock on the record date will receive a
book-entry account statement reflecting their ownership of CDK Global
common stock, or their brokerage account will be credited for the
shares. The share distribution ratio for the spin is expected to be
announced early next week.
For U.S. federal income tax purposes, ADP’s U.S. shareholders (other
than those subject to special rules) generally should not recognize gain
or loss as a result of the distribution of CDK Global shares, except
with respect to any cash received in lieu of fractional shares.
ADP shareholders are urged to consult with a tax advisor with respect to
the tax consequences of the CDK Global spin-off.
ADP expects that CDK Global common stock will begin “when-issued”
trading on September 22, 2014 in the public market on the NASDAQ under
the symbol “CDKVV” and will continue through the distribution date. ADP
also anticipates that “regular way” trading of CDK Global will commence
on the first trading day following the distribution date, October 1,
2014, under the symbol “CDK”.
Beginning on September 22, 2014, and through the distribution date, it
is expected that there will be two ways to trade ADP common stock –
either with or without the right to receive shares of CDK Global common
stock. Shareholders who sell their shares of ADP common stock in normal
trading on the NASDAQ under the symbol “ADP” after the record date and
on or prior to the distribution date will be selling their right to
receive shares of CDK Global in connection with the distribution. It is
anticipated that shares of ADP common stock will also trade without the
right to receive the CDK Global distribution during that period under
the symbol “ADPVV”. Investors are encouraged to consult with their
financial advisors regarding the specific implications of buying or
selling ADP common stock on or before the distribution date.
The planned spin-off of Dealer Services into CDK Global will allow both
ADP and CDK Global the opportunity to focus on their respective
industries. ADP will remain focused on enhancing its position as a
leading global provider of HCM solutions, while CDK Global will be
focused on providing leading global technology solutions dedicated to
helping dealerships and manufacturers drive measurable results.