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Sandell CEO Urges Compuware to Begin Full Auction Process with Elliott Management Corp.

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In reaction to Compuware Corporation's (NASDAQ: CPWR) lack of response to Elliot Management Corp.'s offer to purchase, Sandell Asset Management's Chief Executive Officer Thomas E. Sandell sent today the following letter to Compuware's CEO and Board of Directors:

Robert C. Paul Chief Executive Officer Compuware Corporation One Campus Martius Detroit, MI 48226-5099 cc: Board of Directors

Dear Mr. Paul,

As we have previously indicated in our letters and in our white paper, we see significant value in Compuware, and have asked you and the Board of Directors to act with more urgency to unlock that value. Neither you nor your Board seem to have taken our communications seriously. Now you sit silent in the face of an offer from Elliott Management Corp. (“Elliott”) to purchase Compuware at $11.00 per share cash, which you received over a month ago. As we have stated, we believe that a prompt sale of the Company would be an effective path to value realization.

In yesterday's disclosure by Elliott, we find that you and your Board have not only ignored our suggestions but also have been intentionally dragging your feet on engaging with Elliott. We believe you should immediately initiate a full auction process for Compuware. We continue to believe that there are numerous financial and strategic parties, in addition to Elliott, that would be interested in Compuware, and that a full auction process would be the most effective way to maximize value. And as part of that process, we believe that you should immediately engage with Elliott, making due diligence materials available to them, in order to elicit from them their highest and best offer.

Your inaction is simply unacceptable, and indicates that you and your Board are more interested in keeping the status quo rather than taking prompt action to maximize value for shareholders. We believe that this lack of urgency will significantly bolster the case for change to the Board composition at the next annual meeting.

We ask that you immediately engage with Elliott as requested in their letter, and immediately announce and commence a formal sale process to obtain the highest available price for the Company. Your fiduciary duties to your shareholders demand no less.


Thomas E. Sandell Chief Executive Officer

Posted-In: News M&A


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