Compuware Reports Spin-Off Of Covisint

(RTTNews) - Compuware Corp. (CPWR) said Friday that its board of directors has approved the distribution of all of its equity interest in Covisint Corp. (COVS) to Compuware shareholders and holders of Compuware restricted stock units.

The Compuware board has authorized the distribution to Compuware shareholders of all of its shares of Covisint common stock, about 31.4 million shares as of Friday, on October 31, the distribution date, as a pro rata dividend on shares of Compuware common stock, and on shares of Compuware common stock deliverable under restricted stock units relating to Compuware common stock, outstanding on October 20, the record date.

Based on the number of Compuware shares outstanding and shares deliverable under RSUs as of October 8, holders of Compuware common stock are expected to receive about 0.1402 shares of Covisint common stock in the distribution with respect to each outstanding share of Compuware common stock they own at the close of business on the record date, and holders of RSUs are expected to receive about 0.1402 shares of Covisint common stock in the distribution with respect to each share of Compuware common stock deliverable under the RSUs they hold at the close of business on the record date. The actual distribution ratio for the Covisint common stock to be distributed per share of Compuware common stock and per RSU will be determined based on the actual number of shares of Compuware common stock outstanding on the record date and shares deliverable under RSUs outstanding on the record date.

The spin-off is expected to be taxable for U.S. federal income tax purposes.

Early last month, Compuware agreed to be acquired by private equity firm Thoma Bravo LLC in a deal valued at about $2.5 billion. The deal is expected to close by early 2015 and was subject to the completion of the disposition of Compuware's subsidiary Covisint. At closing, Thoma Bravo will acquire all the outstanding shares of Detroit-based Compuware and Compuware will become a privately-held company.