Compuware Corporation (CPWR): Elliott Management Agrees To Vote in Favor of Deal with Thoma Bravo

Elliott Management, managed by Paul Singer, has disclosed in a new filing with the U.S. Securities and Exchange Commission that it entered into a voting agreement with Compuware Corporation (NASDAQ:CPWR) to vote its shares in favor of the company’s merger deal with private equity investment firm Thoma Bravo LLC.

Elliott Management is a major shareholder of Compuware Corporation (NASDAQ:CPWR) and owns 13.68 million shares of the company’s common stock, equal to 6.2% of the outstanding stock, according to the filing.

Paul Singer ELLIOTT MANAGEMENT

Compuware Corporation (NASDAQ:CPWR) recently signed an agreement under which Thoma Bravo will acquire the company in a transaction valued at about $2.5 billion. Under the deal, Compuware Corporation (NASDAQ:CPWR)’s shareholders will receive an aggregate value of approximately $10.92 per share, representing a premium of approximately 17% to the company’s stock price as of the close of trading on August 29, 2014.

Thoma Bravo will pay a cash purchase price of $10.43 for each outstanding share of Compuware Corporation (NASDAQ:CPWR) common stock, less the pro rata portion of the applicable corporate tax that will be owed in connection with the spin-off of Covisint, currently estimated at $0.18 per share based on the current market price of Covisint, for a net cash payment of approximately $10.25 per share.

“The parties have agreed that within 60 days following the date of the merger agreement, Compuware will effectuate the pro rata distribution to its shareholders of the remaining shares of Covisint owned by Compuware, resulting in a distribution of Covisint shares representing approximately $0.67 per share of Compuware common stock based on the closing price of Covisint on August 29,” according to a press release.

Compuware Corporation (NASDAQ:CPWR), during the 60-day period, may seek a higher value alternative for its Covisint shares, in which case the proceeds of such disposition will be paid to the company’s shareholders.

Under the voting agreement, dated as of September 2, 2014, Elliott Management agreed to, among other things, vote the shares of common stock owned by the hedge fund in favor of adoption of the agreement and plan of merger.

In addition, Elliott Management agreed to, subject to certain exceptions, not to directly or indirectly, sell, transfer, exchange or otherwise dispose of shares of common stock during the covered period.

Subject to approval from Compuware Corporation’s (NASDAQ:CPWR) shareholders, regulatory approvals, and other customary closing conditions, the deal is expected to close by early 2015. The closing of the transaction is also subject to the completion of a disposition of Covisint.

Compuware Corporation (NASDAQ:CPWR) is a technology performance company. Aside from Elliott Management, Paulson & Co, led by John Paulson, holds 14.25 million shares, and Tom Sandell’s Sandell Asset Management owns 7.04 million shares of the company.

Disclosure: none

blog comments powered by Disqus
Insider Monkey Headlines
Insider Monkey Small Cap Strategy
Insider Monkey Small Cap Strategy

Insider Monkey beat the market by 52 percentage points in 24 months Click to see monthly returns in table format!

Lists

10 High Margin Food Products to Build a Business Around

The 10 Most Expensive Clothing Stores in the United States to Get Decked Out At

The 5 Biggest Kickstarter Scams That Swindled Backers’ Donations

The 10 Most Expensive Boarding Schools In the World

50 Crazy Facts About Japan You Won’t Believe

Top 10 Least Expensive Hybrid Cars to Save the Planet With

The 10 Biggest ‘Gate’ Controversies in History

The 10 States with the Highest Nursing Shortages Leaving Their Hospitals Depleted

The 10 Best Value Investment Blogs that Every Investor Must Read

The 6 Cheapest Boarding Schools in Europe 2015

The 5 Most Expensive Cars To Insure in the World

The 10 Most Common Genetically Modified Foods

10 Self-Made Billionaires Who Came From Nothing

The 10 Most Expensive Cities to Live in North America

The 13 Most Expensive Headphones in the World to Represent

The Top 20 Wealthiest Soccer Teams in 2014

4 BuzzWorthy Cannabis Stocks And Some Smoking Derivative Plays

The 10 Healthiest Fast Food Chains in America to Dine At

The 5 Most Expensive Cat Food Brands You Can Spoil Your Kitty With

The 6 Best eCommerce Platforms for Small Businesses

The 10 Worst Mistakes an Entrepreneur Can Make

The 5 Most OP Characters in League of Legends to Carry Games and Crush Foes With

The 5 Best Foods to Eat Before Running that Will Help You Pound the Pavement

10 Glaring Plot Holes in The Walking Dead that a Zombie-Filled Bus Could Drive Through

The 5 Biggest Celebrity Stoners Who Love Their Reefer

The 10 Most Overrated Movies Of All Time by Out-of-Touch Critics

Top 6 Least Expensive Cruise Destinations For 2015 that Will Take You to Paradise

10 States with Lowest Substance Abuse Rates in America

The 14 Most Watched TV Finales Ever

The 10 Best Selling Role Playing Games of All Time for PC

10 Most Influential Papers In Economics

Top 8 Biggest Charities in the US

10 Worst Celebrity Career Moves Ever

Top 10 Best Paid Tennis Stars in the World

Top 6 Cities For The Ultra Rich to Live in Comfort

10 Cities with High Demand for Nurses

6 of the Worst Greeting Card Messages Ever Crafted

How to Make Money in ArcheAge and Build Your Empire

10 Foods To Eat To Lower Cholesterol Levels

The 10 Most Hated Television Characters of All Time

The 30 Worst Halloween Costume Ideas Ever Brought to Horrible Life

10 Vocational Skills in Demand Today with Jobs Waiting to be Filled

10 Best Places to Visit in Central and South America

The 10 Greatest Empires in History Which Nearly Conquered the World

The 6 Cheapest Boarding Schools In America 2015

5 Clear Reasons LoL is Better than DotA, Continues to Rule MOBAs

The Only 9 Teams with a Chance to Win the Super Bowl

The 15 Most Common Phobias in America that Induce Fits of Panic

Top 6 Least Expensive Tourist Destinations in 2014

Jim Goetz, Peter Fenton, Jim Breyer: Top 6 Venture Investors for 2014

Subscribe

Enter your email:

Delivered by FeedBurner

X

Thanks! An email with instructions is sent to !

Your email already exists in our database. Click here to go to your subscriptions

Insider Monkey returned 47.6% in its first year! Wondering How?

Download a complete edition of our newsletter for free!