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United States : $2.5B Buyout Agreement with Thoma Bravo signed by Compuware

September 3, 2014

A definitive agreement to be acquired by private equity investment firm, Thoma Bravo, LLC for about $2.5 billion amid pressure from Elliott Management is signed by Compuware Corporation.

The shareholders of Compuware Corporation under the terms of the agreement will get an aggregate value of $10.92 per share, which represents about 17% premium to the closing price of the stock on August 29.

As per to Compuware Corporation , Thomas Bravo will pay $10.43 in cash for each of its outstanding shares, less the pro rata portion of the applicable corporate tax that will be owed related to the spin-off of Covisint.

The company anticipated that pro rata portion of applicable corporate tax is approximately $0.18 per share based in the current market price of Covisint. As a result, the net cash payment for Compuware s stock is $10.25 per share.

Compuware Corporation and Thoma Bravo decided to distribute the pro rata payment to shareholders of the remaining shares of Covisint owned by the company within 60 days following the date of the merger agreement.

According to the company, 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 . The board of directors of Compuware Corporation collectively sanctioned the transaction, which is likely to close early 2015 subject to shareholders and regulatory approvals as well as other customary closing conditions.

Jefferies served as the lead financial advisor and arranger of financing to Thoma Bravo in its $2.5 billion purchase of Compuware Corporation.

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Source: TendersInfo (India)

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