Elliott Offers To Acquire Compuware For $11.00 Per Share In Cash

NEW YORK, Dec. 17, 2012 /PRNewswire/ -- Elliott Management Corp, affiliates of which own or have an interest economically equivalent to 8.0% of the common stock of Compuware Corporation (NASDAQ:CPWR), today sent the following letter to the company's Board of Directors offering to acquire the company for $11.00 per share in cash, or an aggregate of $2.3 billion. Elliott is a multi-strategy investment firm with deep experience investing in public and private companies and an extensive track record of successfully structuring and executing transactions in the technology space.

December 17, 2012

The Board of DirectorsCompuware CorporationOne Campus Martius Detroit, Michigan  48226

Dear Members of the Board of Directors:

I write to you on behalf of Elliott Management Corp. and its funds Elliott Associates, L.P. and Elliott International L.P. (collectively, "Elliott") which collectively own, or have an interest economically equivalent to, 8.0% of the common stock of Compuware Corporation ("Compuware"), making Elliott one of the Company's largest stockholders.  Elliott is a multi-strategy investment firm with over $20 billion in assets under management focused on employing detailed research to address complex investment situations.  We have considerable experience in the technology sector involving both public and private investments.

Based on our detailed review of the Company's publicly available information and our substantial knowledge of the software industry, we are pleased to submit this proposal to acquire all of the shares of common stock of Compuware for a price of $11.00 per share.  Our offer represents a premium of 25% over the Company's unaffected market value as of the date Elliott filed its Schedule 13D last month.  This price also represents a 21% premium over the Company's 30-day volume-weighted average price ("VWAP"), a 24% premium over the Company's 60-day VWAP and a 24% premium over the Company's one-year VWAP.  Finally, this price represents a premium of 15% over the Company's current market value which we believe is substantially inflated as a result of Elliott's 13D, a filing to which the Company has repeatedly drawn attention in public and private settings.  Substantiating this belief is the fact that since November 26 ^th when we filed our 13D (just 3 weeks ago), Compuware's stock price has outperformed the NASDAQ by 9 percentage points and the S&P 500 by 8 percentage points.  By any measure, we believe our proposal represents a compelling opportunity that your stockholders will find extremely attractive.

Compuware is a long-established company that we have followed closely for several years.  We believe in the quality of Compuware's assets – however, its execution, profitability and growth have meaningfully underperformed.  Prior to the filing of our 13D, Compuware's stock has underperformed the Nasdaq and S&P 500 by an average of 6 and 34 percentage points over the last one and two years, respectively. 

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