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NY Firm’s Takeover Bid For Compuware Ends

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The atrium fountain at Compuware headquarters in downtown Detroit. Photo courtesy Maia Cowan.

The atrium fountain at Compuware headquarters in downtown Detroit. Photo courtesy Maia Cowan.

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DETROIT (WWJ) – Michigan’s biggest tech company, Compuware Corp., Thursday announced a truce with the New York hedge fund Elliott Management Corp., which launched an unsolicited takeover bid against the company 13 months ago.

The agreement calls for the nomination of two new members to the Compuware board and the creation of an advisory committee. The function of that committee, Compuware said in a statement is to “advise the board on strategies to further enhance the company’s value and the value it delivers to shareholders.”

The new members are tech industry veterans John G. Freland and Stephen F. Schuckenbrock. Freeland has more than 30 years of tech industry experience, including stints as president of worldwide operations at Salesfoce.com and president and CEO of SymphonyIRI Group, a provider of marketing services to the consumer and healthcare industries. Schuckenbrock is former president and CEO of Accretive Helath Inc. and a former executive at Dell Inc. and EDS.

The announcement said that under the agreement, Elliott agreed to “a limited set of standstill and voting provisions,” including voting for Compuware’s slate of directors at the company’s upcoming, repeatedly delayed annual shareholders meeting.

The agreement is effective until the earlier of Dec. 31, and 30 days before next fiscal year’s deadline for shareholder nominations.

Bob Paul, Compuware president and CEO, said in a statement that “Over the last year, we have taken monumental steps — including divesting several non-core businesses, taking Covisint public, implementing a significant expense management program, and returning capital directly back to shareholders — in Compuware’s transformative journey. Today’s announcement further validates the effectiveness of our steps to date and the direction in which we are headed, as we focus on delivering the best technology performance solutions in the world that provide unrivaled value to our customers.”

The announcement came a day after Compuware agreed to sell its Changepoint project management software, Uniface application development software, and professional services businesses to a Los Angeles private equity fund for $160 million.

Other changes Paul mentioned included an initial public stock offering of 20 percent of its Covisint secure collaboration subsidiary, a two-year program to cut costs by $80 million to $100 million, implementing an annual dividend of 50 cents a share, and nominating six new board members out of the total of 11.

The full agreement will be available in Compuware’s public file with the Securities and Exchange Commission at http://www.sec.gov and in the investor relations section of http://www.compuware.com.

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