Compuware Corporation (NASDAQ:CPWR), a technology performance company said its board of directors declined the offer made by Elliott Management Corporation to acquire the company for $2.3 billion. The decision was made after careful analysis with its independent financial and legal advisors.
According to the management of Compuware Corporation (NASDAQ:CPWR), the proposal of Paul Singer’s Elliott Management Corporation to purchase all the outstanding share of the company at $11 per share significantly undervalues the company, and it is not in the best interest of the shareholders.
The software manufacturer’s main priority is to pursue its objective, to increase its profitability, build its momentum in transition to higher-growth businesses, and return capital to shareholders.
In a statement, Bob Paul, Chief Executive Officer of Compuware said, “We believe that selling the company at $11.00 per share does not take into account our progress returning the business to profitable growth and our future prospects,” he said.
“We are confident our plan will accelerate our progress and provide significant, near-term returns as well as future upside to our shareholders. While we are focused on executing and delivering on our plan, the Board will carefully review and evaluate any credible offer it receives, including from Elliott that delivers full value to its shareholders,” he added.
The management of the company launched a 3-year cost reduction program to eliminate $60 million in G&A and non-core operational expenses by 2014. The company also plans to spin-off Covisint to shareholders and aims to sell 20 percent of its class A common stock in an initial public offering (IPO).
Compuware Corporation also announced the decision of its board of directors to return capital to shareholders by distributing an annual dividend of $0.50 per share.
“Today’s actions, including the spin-off of Covisint, will sharpen our focus and reduce costs, delivering greater profitability and meaningful value for shareholders. Our decision to initiate a dividend of $.50 per share is a clear signal that our businesses are strengthening and underscores our confidence in the value that will be created by our actions,” said Paul.
Paul expressed confidence that the execution of the company’s plan will drive growth to its key business, improve margins, and unlock its substantial value.
Elliott Management Corporation owns a 8 percent stake in Compuware Corporation. Some people believed that the decision of the board of directors of the software manufacturer could create a conflict with the hedge fund, which was successful in its fights with technology companies.
Last December, Jesse Cohn, portfolio manager of Elliott Management Management Corporation said, “As a result of Elliott’s significant experience in the software sector and our deep public diligence to Compuware Corporation (NASDAQ:CPWR), we believe Elliott is uniquely situated to deliver maximum value to the company’s stockholders.”