Compuware's Ongoing Transformation Continues -- Announces Agreement With Elliott And Nomination Of Two New Board Members

DETROIT, Jan. 9, 2014 (GLOBE NEWSWIRE) -- Compuware Corporation (Nasdaq:CPWR), the technology performance company, today announced that it has reached an agreement with Elliott Management that includes the nomination of two new members to Compuware's Board of Directors and provides for the creation of an advisory committee to assist in the Company's ongoing review and advise the Board on strategies to further enhance the company's value and the value it delivers to shareholders.

Pursuant to the agreement, Elliott has agreed to a limited set of standstill and voting provisions, including voting in favor of Compuware's proposed slate of directors at the company's upcoming annual meeting of shareholders. The agreement is effective until the earlier of December 31, 2014 and 30 days before next fiscal year's deadline for shareholder nominations.

"We appreciate the opportunity to have a constructive engagement with Elliott," said Bob Paul, President and Chief Executive Officer, Compuware Corporation. "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 key transformative initiatives Compuware has executed over the past 12 months include:
  • Agreeing to sell its Changepoint, Professional Services and Uniface businesses to Marlin Equity Partners for $160 million subject to certain adjustments set forth in the agreement.  
  • Launching the successful IPO of its Covisint business – and Compuware remains on track to spin-off the remaining 80 percent of the company to Compuware shareholders.  
  • Implementing an aggressive two-year program to reduce corporate expenses by $80 to $100 million, which is currently running ahead of schedule with $40 to $45 million of these costs on track to be removed by the end of this fiscal year, March 31, 2014.  
  • Commencing a significant capital return program, including initiating payment of an annual dividend of $0.50 per share, of which three quarterly dividends of 12.5 cents per share have been paid thus far for the current fiscal year – and Compuware will continue to evaluate additional opportunities to return capital to shareholders.  
  • Introducing six new Board members (out of a total of 11) as of this upcoming annual meeting.  
  • Forming a new committee on the Board to work with management on additional value-generating steps.  
  • Strong first-half execution in fiscal 2014.

"We took an active interest in Compuware because we recognized the underlying value of the company and its potential to drive significant value to shareholders," said Jesse Cohn, Portfolio Manager at Elliott Management. "Driven by a dedicated and committed leadership team, the last twelve months have seen enormous progress made toward efficient operations, a streamlined portfolio and a shareholder-friendly capital return program.  More important, Compuware has put in place the kind of initiatives that leave it strongly positioned to keep delivering value to shareholders. We look forward to continuing to collaborate with Compuware's management and Board."

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