Sandell Blames Management for Poor Compuware Results

Fri Apr 5, 2013 9:16am EDT

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Urges Immediate Sale of the Company in a Full Auction
NEW YORK--(Business Wire)--
In reaction to Compuware Corporation`s (NASDAQ: CPWR) poor preliminary Q4 fiscal
year 2013 earnings, Sandell Asset Management`s Chief Executive Officer Thomas E.
Sandell sent today the following letter to Compuware`s CEO and Board of

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

Dear Mr. Paul, 

Through both public and private correspondence with you and the Board of
Directors over the past six months, we have identified our main concerns with
the management of Compuware - namely, the tendency to over-promise and
under-deliver, and poor execution. The Q4 fiscal year 2013 earnings
preannouncement on April 3rd only further proves that our concerns are

You cited various reasons for the poor Q4 performance, including a weaker IT
spending environment, delayed purchasing decisions by European clients and
various "challenges and distractions". We suggest that the real reason for the
poor Q4 performance is management's inability to execute operationally. The fact
that you have disappointed the investment community, and all of your
stockholders, with weak fundamental performance in three of the last four
quarters convinces us that current management cannot be trusted to realize the
significant value we see in the company. We believe that the only viable path to
maximize stockholder value, rather than destroy it, is to execute a sale of the
company to the highest bidder as promptly as possible. 

In our most recent private communication on March 25th, we demanded that the
company conduct a full auction process, as opposed to only fielding incoming
requests. We reiterate this view. Further, we understand that you may have
rebuffed a serious bidder, based on your inflated view of the company's
standalone value. We do not share that view, if the company stands alone under
the stewardship of current management. Again, we urge you to conduct a full and
robust auction and consummate a sale at the best available price as soon as

Should you fail to promptly take steps to maximize stockholder value, which we
believe can best (if not only) be accomplished through a robust auction process
for sale of the company, we intend to pursue 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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