Compuware Extends Deadline To Nominate Directors; Responds To Starboard's Letter

(RTTNews) - Compuware Corp. (CPWR) On Friday provided an update on a number of initiatives underway to continue to build a stronger Compuware, position the Company for growth, and boost shareholder value. It also announced that it has extended the deadline for submitting nominees for election to its Board of Directors until January 10, 2014.

The company said that it still intends to hold its 2013 annual meeting in the first quarter of 2014.

"We have identified a number of excellent independent director candidates and will be finalizing our slate in the coming weeks. We continue to be firmly committed to enhancing our competitive position by delivering business critical technology solutions to our customers and creating shareholder value as we have done over the past year as we pursued our clearly articulated transformation initiatives," said Bob Paul, CEO and President of Compuware.

Paul noted "The current Board, along with management, has been successfully executing the transformation process we started earlier this year."

Paul also responded to the letter issued on Thursday by the activist fund Starboard, saying,"The significant and measurable steps already taken and being implemented by Compuware to create shareholder value, and our constructive dialogue with our shareholders, speak for themselves."

On Thursday, Starboard Value LP, one of the largest shareholders of Compuware with just under 5% of stock, urged the company to maximize shareholder value by either an immediate sale of the company for an acceptable premium or by implementing a new restructuring plan and reconstituting the board.

In a letter on Thursday to the company's President and CEO, Bob Paul, Starboard Value has outlined its views on how an acceptable standalone restructuring plan should be implemented along with expected timing, so that the company can consider this plan, in the event that the company was unable to consummate a near-term sale.

The Starboard's plan included $450 million tender offer, sale of non-core assets, additional cost reduction opportunities, and dividend increase to $0.60 per share.

Starboard had expressed lack of confidence in current board's ability to properly oversee and execute standalone value creation plan and urged additional changes to board composition if company is not sold.

Earlier this year, Compuware rejected an $11.00 per share buyout offer from hedge fund Elliot Management, saying it "significantly undervalues" the company. The Detroit, Michigan-based company also said at that time that it planned to execute a spin off of the remaining Covisint shares to Compuware shareholders following its proposed initial public offering, so as to fully unlock the value of the business.