The latest 13D filing from Paul Singer’s Elliott Associates with the Securities and Exchanges Commission (SEC) revealed that its confidentiality agreement with Compuware Corporation (NASDAQ:CPWR) in connection with its intention to acquired the company has standstill provisions.
The asset and property management firmed signed a confidentiality agreement with Compuware Corporation after receiving certain non-public information (evaluation materials) regarding the software manufacturer.
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The filing also revealed that Elliott Associates collective stock holding in Compuware Corporation (NASDAQ:CPWR) is 18,501,000 shares or 8.7 percent of all of the outstanding shares of the company’s common stock.
The hedge fund’s confidentiality agreement with the computer manufacturer has a two-year term with standstill provisions, which prohibits the asset and property management company from entering into agreements or announcing an intention to cause or participate in the following:
A.) The acquisition of any voting securities of Compuware Corporation (NASDAQ:CPWR) that would have the effect of Elliott beneficially owning (or having an economic interest in) shares of common stock by more than 9.99 percent of the issued and outstanding voting securities of the software manufacturer,
B.) Any tender or exchange offer for securities of Compuware or any merger, consolidation, or business combination with the software manufacturer or any acquisition or disposition of its assets,
C.) Any solicitation of proxies to vote with respect to any voting securities of Compuware or the initiation or encouragement of shareholders of the company for the approval of any shareholder proposals with respect to the company,
D.) Forming, joining or participating in any group with any other shareholders of the Compuware with respect to any securities of the Issuer
E.) Calling or seeking to call any meeting of shareholders of the Compuware or seeking representation on the board of the directors of the Company (the “Board”) or the removal of any member of the Board.
The stand still provisions of the confidentiality agreement do not restrict Elliott Associates from nominating individuals for the election of Compuware Corporation’s board during its next annual meeting. The standstill provisions terminate on May 15, 2013.
Last month, Compuware Corporation (NASDAQ:CPWR) rejected the proposal of Elliott Associates to acquire the company for $2.3 billion after conducting a careful analysis with its independent financial and legal advisers. According to the management of the software manufacturer, Elliott Associates offer to purchase the company for $11 per share is not in the best interest of its shareholders because it undervalues the company.
“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,” stated Compuware CEO, Bob Paul.