Elliott Receives Information on Compuware for Possible Deal, Compuware Proposed Standstill Pact
From Elliott 13D on Compuware (NASDAQ: CPWR):
In connection with Elliott's offer to acquire the Issuer, the Issuer agreed to provide certain non-public information to Elliott pursuant to a letter agreement, dated as of February 14, 2013 (the “Confidentiality Agreement”), with the Issuer. The Confidentiality Agreement has a term of two years and contains, among other things, certain standstill provisions that apply to Elliott and certain of its representatives acting on its behalf. The standstill provisions, which terminate on May 15, 2013 (or earlier under certain circumstances), prohibit Elliott from, among other things, (i) entering into any agreements or announcing an intention to cause or participate in (A) the acquisition of any voting securities of the Issuer that would have the effect of Elliott beneficially owning (or having an economic interest in) shares of Common Stock in excess of 9.99% of the issued and outstanding voting securities of the Issuer, (B) any tender or exchange offer for securities of the Issuer or any merger, consolidation or business combination with the Issuer or any acquisition or disposition of assets of the Issuer or (C) any solicitation of proxies to vote with respect to any voting securities of the Issuer or the initiation or encouragement of shareholders of the Issuer for the approval of any shareholder proposals with respect to the Issuer, (ii) forming, joining or participating in any group with any other shareholders of the Issuer with respect to any securities of the Issuer or (iii) calling or seeking to call any meeting of shareholders of the Issuer or seeking representation on the board of the directors of the Company (the “Board”) or the removal of any member of the Board. The standstill provisions do not prohibit Elliott from nominating persons for the election to the Board at the Issuer's next annual meeting in compliance with the Issuer's amended and restated bylaws.
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