Compuware Corp. (NASDAQ: CPWR) and Thoma Bravo said they have announced that Compuware has entered into a definitive agreement to be acquired by Thoma Bravo, LLC, in a transaction valued at approximately USD2.5bn.
“Compuware is the clear established leader in the categories of application performance and mainframe productivity tools, and this transaction is the capstone to a series of transformative company initiatives to relentlessly drive value,” said Bob Paul, chief executive officer of Compuware. “We began with the IPO of Covisint, initiated a robust dividend, divested non-core operations, and aggressively reduced corporate expenses. Compuware is now best suited to focus on its core mainframe and APM businesses as a private-equity backed company, where we can continue to serve our customers in a competitive environment with greater flexibility to take a long-term approach.”
Under the terms of the agreement, pending shareholder approval, Compuware shareholders will receive an aggregate value of approximately USD10.92 per share, representing a premium of approximately 17 percent to the company´s stock price as of the close of trading on Friday, August 29, 2014. Thoma Bravo will pay a cash purchase price of USD10.43 for each outstanding share of Compuware common stock.
The Compuware board of directors unanimously approved the agreement and recommends that Compuware´s shareholders approve the transaction. The transaction, which is expected to close by early 2015, is subject to approval from Compuware´s shareholders, regulatory approvals, and other customary closing conditions. The closing of the transaction is also subject to the completion of a disposition of Covisint.
Elliott Management, which owns approximately 9.5 percent of Compuware´s common stock, has entered into an agreement with Thoma Bravo agreeing to vote its shares in favor of the transaction.
There is no financing condition associated with the proposed acquisition. Jefferies, Credit Suisse and Deutsche Bank have agreed to provide debt financing in connection with the transaction.
Compuware has agreed to immediately discontinue its quarterly cash dividend. At closing, Thoma Bravo will acquire 100 percent of Compuware´s outstanding shares and Compuware will become a privately-held company.
Goldman, Sachs and Co. is serving as financial advisor, and Skadden, Arps, Slate, Meagher and Flom LLP is serving as legal counsel to Compuware. Kirkland and Ellis LLP is serving as legal counsel to Thoma Bravo.
Compuware Corp. is a technology performance company. Learn more at www.compuware.com.
Thoma Bravo is a leading private equity investment firm with a 30-year history of providing equity and strategic support to experienced management teams and growing companies. The firm currently manages a series of private equity funds representing more than USD7.5bn of equity commitments. For more information, visit www.thomabravo.com.