Compuware Shareholders Approve Definitive Agreement to Be Acquired by Thoma Bravo
December 08 2014 - 3:15PM
Business Wire
Transaction Valued at Approximately $2.4
Billion
Compuware Corporation (NASDAQ: CPWR) announced that at the
special meeting of Compuware shareholders held earlier today,
shareholders voted to approve the proposed definitive merger
agreement with Thoma Bravo, LLC.
The transaction follows a thorough review by the Compuware Board
of Directors of strategic options for Compuware. More than 99% of
the shares voting at the special meeting voted in favor of the
adoption of the merger agreement. The CEO of Compuware, Bob Paul,
stated, “The acquisition by Thoma Bravo provides a great value
proposition for Compuware’s shareholders and we are very pleased
with the level of support this transaction has received from our
shareholders.”
Upon completion of the merger, valued at approximately $2.4
billion, Compuware shareholders will have received an aggregate
value of $10.75 per share for each share of Compuware common stock
they own as of the effective time of the merger, which includes a
net cash payment of $10.389188 per share of common stock (after
deducting the corporate level taxes associated with the Covisint
spin-off to Compuware shareholders) as well as the per-share value
of the Covisint shares distributed to holders of Compuware equity
as of October 20, 2014, the record date for the Covisint spin-off.
The companies currently expect the merger to be completed later
this month, following the satisfaction or waiver of all conditions
to the merger.
About Compuware Corporation
Compuware Corporation is the technology performance company, and
we exist solely to help our customers optimize the performance of
their most important and innovative technologies—those that drive
their businesses forward. Today, more than 7,100 companies,
including many of the world’s largest organizations, depend on
Compuware and our new generation approach to performance management
to do just that. Learn more at www.compuware.com.
About Thoma Bravo, LLC
Thoma Bravo is a leading private equity investment firm building
on a 30+ year history of providing equity and strategic support to
experienced management teams and growing companies. The firm seeks
to create value by collaborating with company management to improve
business operations and provide capital to support growth
initiatives. Thoma Bravo invests with a particular focus on
application and infrastructure software and technology enabled
services. The firm currently manages a series of private equity
funds representing more than $7.5 billion of equity commitments.
For more information, visit www.thomabravo.com.
Forward-looking statements
All of the statements in this release, other than historical
facts, are forward-looking statements made in reliance upon the
safe harbor of the Private Securities Litigation Reform Act of
1995, including, without limitation, the statements made concerning
the Company’s intent to consummate a merger with an affiliate of
Thoma Bravo. As a general matter, forward-looking statements are
those focused upon anticipated events or trends, expectations, and
beliefs relating to matters that are not historical in nature. Such
forward-looking statements are subject to uncertainties and factors
relating to the Company’s operations and business environment, all
of which are difficult to predict and many of which are beyond the
control of the Company. Among others, the following uncertainties
and other factors could cause actual results to differ from those
set forth in the forward-looking statements: (i) the risk that the
merger may not be consummated in a timely manner, if at all; (ii)
the risk that the definitive merger agreement may be terminated in
circumstances that require the Company to pay Thoma Bravo a
termination fee of $83.4 million and/or reimbursement of their
expenses of up to $4.0 million; (iii) risks related to the
diversion of management’s attention from the Company’s ongoing
business operations; (iv) risks regarding the failure of the
relevant Thoma Bravo affiliate to obtain the necessary financing to
complete the merger; (v) the effect of the announcement of the
merger on the Company’s business relationships (including, without
limitation, customers and suppliers), operating results and
business generally; and (vi) risks related to obtaining the
requisite consents to the merger, including, without limitation,
the timing (including possible delays) and receipt of regulatory
approvals from various domestic and foreign governmental entities
(including any conditions, limitations or restrictions placed on
these approvals) and the risk that one or more governmental
entities may deny approval. Further risks that could cause actual
results to differ materially from those matters expressed in or
implied by such forward-looking statements are described in
Compuware’s SEC reports, including but not limited to the risks
described in Compuware’s Annual Report on Forms 10-K and 10-K/A for
its fiscal year ended March 31, 2014 and Quarterly Reports on Form
10-Q for the fiscal quarters ended June 30, 2014 and September 30,
2014. Compuware assumes no obligation and does not intend to update
these forward-looking statements.
Source:Compuware
Compuware CorporationLisa
Elkin313-227-7345Lisa.Elkin@compuware.comorThoma BravoJeff
SegvichLANE (for Thoma Bravo, LLC)503-546-7870jeff@lanepr.com
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