Sandell Supports Prompt Sale of Compuware Corporation

Mon Dec 17, 2012 3:00pm EST

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Sandell Supports Prompt Sale of Compuware Corporation

Urges Board To Hire Advisor, Run Full Auction

In response to Elliott Management Corp.’s offer to purchase Compuware Corporation (NASDAQ: CPWR), 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 you know from our letter dated December 4th, 2012, we are shareholders of Compuware, owning approximately 2.5% of the shares outstanding, and have invested because we believe the Company is substantially undervalued.

We are pleased to see that Elliott Management Corp. (“Elliott”) has submitted an offer to purchase Compuware at $11.00 per share in cash. We are not surprised by Elliott’s interest in Compuware given its deep knowledge of the software industry, the cash flow characteristics of Compuware’s mainframe business and its two growth platforms, Covisint and APM.

We strongly believe that a sale of the Company is the best way to maximize value for shareholders and, with this offer in hand, the Board should engage advisors and run a full auction to obtain the highest available price for shareholders. Given Compuware’s enterprise value, highly profitable mainframe business, growing and enviable enterprise software businesses and significant opportunities for cost reduction, we believe there are numerous financial and strategic parties that would be interested.

As we said in our previous letter, should you fail to promptly announce the retaining of financial advisors to review Elliott’s offer and to initiate a full and fair auction to maximize shareholder value, we would favor a change to the Board composition at the next annual meeting.


Thomas E. Sandell
Chief Executive Officer

Sandell Asset Management Corp.
Mr. Tom Sandell, +1-212-603-5700
Chief Executive Officer

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