Compuware has entered into a definitive agreement to be acquired by private equity investment firm Thoma Bravo, LLC, in a transaction valued at approximately $2.5 billion.
"Compuware is the clear established leader in the categories of application performance and mainframe productivity tools, and this transaction is the capstone to a series of transformative company initiatives to relentlessly drive value," said Bob Paul, Chief Executive Officer of Compuware. "We began with the IPO of Covisint, initiated a robust dividend, divested non-core operations, and aggressively reduced corporate expenses. Compuware is now best suited to focus on its core mainframe and APM businesses as a private-equity backed company, where we can continue to serve our customers in a competitive environment with greater flexibility to take a long-term approach."
"Organizations are increasingly relying on mission-critical technologies and applications to reach customers and grow their businesses, and Compuware's solutions, including Compuware APM, are the leading choice by many of the world's largest organizations for ensuring those applications perform seamlessly," said Orlando Bravo, a managing partner at Thoma Bravo. "Becoming a private company will enable this established market leader to leverage strategic product and other growth opportunities that will take Compuware to the next level."
Under the terms of the agreement, pending shareholder approval, Compuware shareholders will receive an aggregate value of approximately $10.92 per share, representing a premium of approximately 17 percent to the Company's stock price as of the close of trading on Friday, August 29, 2014. 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.
Gurminder S. Bedi, Independent Chairman of the Compuware Board, said, "This is the right transaction for Compuware at the right time, and reflects a thorough Board review of strategic alternatives and the work of a committee established earlier this year to focus on value-generating steps. This agreement provides shareholders with immediate and substantial cash value, a significant premium to our share price, and the ability to complete the Covisint spin-off to shareholders. Thoma Bravo is an ideal partner for Compuware, adding significant application software, services, and financial expertise."
"We have been incredibly impressed with the business that the Compuware management team has built, and look forward to working with them on this next stage of growth for the company," added Seth Boro, a managing partner at Thoma Bravo. "The APM and Mainframe Productivity Tools markets are exciting and ever-evolving industries, and we're confident that our partnership with Compuware will enhance its position as the market leader and fuel further innovation that will benefit customers."
The Compuware board of directors unanimously approved the agreement and recommends that Compuware's shareholders approve the transaction. The transaction, which is expected to close by early 2015, is subject to approval from Compuware's shareholders, regulatory approvals, and other customary closing conditions. The closing of the transaction is also subject to the completion of a disposition of Covisint.
Elliott Management, which owns approximately 9.5 percent of Compuware's common stock, has entered into an agreement with Thoma Bravo agreeing to vote its shares in favor of the transaction.
There is no financing condition associated with the proposed acquisition. Jefferies, Credit Suisse and Deutsche Bank have agreed to provide debt financing in connection with the transaction.
Compuware has agreed to immediately discontinue its quarterly cash dividend. At closing, Thoma Bravo will acquire 100% of Compuware's outstanding shares and Compuware will become a privately-held company.
Goldman, Sachs & Co. is serving as financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Compuware. Kirkland & Ellis LLP is serving as legal counsel to Thoma Bravo.
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