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

As a result of Elliott's significant experience in the software sector and our deep public diligence into Compuware, we believe Elliott is uniquely situated to deliver maximum value to the Company's stockholders.  Elliott has over 35 years of experience in investing in public and private companies and an extensive track record of successfully structuring and executing acquisitions in the technology space.  Our proposal is of course subject to a confirmatory due diligence review of the Company as well as the availability of reasonable financing.  We are available to sign an appropriate confidentiality agreement and commence due diligence immediately.  We are also confident we can obtain financing and have already had conversations with financing sources.  Elliott is prepared to devote considerable resources to completing this transaction and we are confident that, with your cooperation, we will be in a position to execute a definitive transaction agreement on an expedited basis. 

We are prepared to meet immediately with you and your advisors in order to answer any questions about our proposal and to work out the details for moving toward a definitive transaction agreement. 

Of course, nothing in this letter is intended to create a legally binding obligation and no such obligation will exist unless and until a definitive transaction agreement is executed. As a result of our substantial share ownership in Compuware, SEC rules oblige us to make the existence and contents of this letter public.   Please feel free to contact me to discuss or clarify any aspect of this proposal.

On behalf of Elliott, we are very much looking forward to working closely with the talented employees of Compuware to bring the Company forward to its next phase of growth.

Very truly yours,

/s/ Jesse CohnPortfolio Manager

About Elliott AssociatesElliott Associates, L.P. and its sister fund, Elliott International, L.P. have more than $20 billion of capital under management. Founded in 1977, Elliott is one of the oldest hedge funds under continuous management. The Elliott funds' investors include large institutions, high-net-worth individuals and families, and employees of the firm.

SOURCE Elliott Management Corp

Copyright 2011 PR Newswire. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.
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