Confirms to be acquired for $2.5B (aggregate value $10.92/shr)
- Thoma Bravo jointly announced that Compuware has entered into a definitive agreement to be acquired by leading private equity investment firm Thoma Bravo, LLC, in a transaction valued at approximately $2.5 billion.
- The transaction expected to close by early 2015
- Elliott Management, which owns approximately 9.5 percent of Compuwares common stock, has entered into an agreement with Thoma Bravo agreeing to vote its shares in favor of the transaction.
- Compuware has agreed to immediately discontinue its quarterly cash dividend.
- There is no financing condition associated with the proposed acquisition.- Thoma Bravo will pay a cash purchase price of $10.43 for each outstanding share of Compuware 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 Friday, August 29. During the 60-day period, Compuware may seek a higher value alternative for its Covisint shares, in which case the proceeds, net of tax and certain charges, of such disposition will be paid to Compuware shareholders.