Tochigi Ontario Holdings has today said that the Famous IT solutions provider, Compuware, has decided to go private after it agreed to a stock and cash deal of $2.5 billion with private equity firm Thoma Bravo. Compuware is known to have made the decision following pressure from activist investor, Elliott Management.
The current deal will put an end to a process that was initiated in 2012 when Elliott Management bought a stake in Compuware and made an $11/share to take it over. Elliott owns 9.5% of Compuware and has decided to vote for the deal.
"Thoma Bravo has offered to pay $10.92 per share for Compuware. The offered price is lower than what Elliot originally offered. However, Compuware is supporting this deal, representing a 17% premium to last week's stock process of Compuware and after several gestures that were purposed towards value creation for shareholders," said Head of Corporate Trading at Tochigi Ontario Holdings, Jonathan Turner.
Since Elliott took its stake in the company, Compuware has commenced a sequence of cost-saving measures, selling most of their underperforming assets, paying their dividends and making Covisint an independent company through an IPO.
The Chief Executive of Compuware, Bob Paul, said that the company cut down corporate expenses extensively, initiated a sturdy dividend, and stripped all noncore operations. He further stated that Compuware was now equipped to focus on its core mainframe technology and Application Performance Management (APM) businesses. As a private-equity backed company, they look forward to continuing serving their consumers in a business environment with "greater flexibility to take a long-term approach."
There are several software companies owned by Thoma Bravo, including Deltek, Attachmate, and Empirix.
One of the managing partners at Thoma Bravo, Orlando Bravo, said that once Compuware goes private, the already established market leader will influence growth opportunities and strategic production, taking it to the next level.
"This deal strengthens the list of lucrative investments in technology firms made by Elliot. Elliot previously purchased BMC Software. It also bid $2 billion for American software services company Novell," said Michael Walker, Director of Corporate Equities at Tochigi Ontario Holdings.
![]() |
| Tochigi Ontario Holdings says Compuware to go private through a $2.5 billion |
Elliot still holds more than a 2% stake in EMC and is persuading the company for the cloud computing company VMware's spin-off. It also has a stake in Riverbed Technology and had offered an unreasonable bid, which the company snubbed. It also has a stronghold in Juniper Networks and has used its power to replace several board members while planning to make more changes to the company. Elliot also has a stake in the advertising company Interpublic Group and asked for a sale.
The portfolio manager of Elliot, Jesse Cohn, said that this announcement echoes the efficacious inference of an on-going process of several years to create value for Compuware shareholders. Cohn, who had led the hedge fund's work, also said that it was a substantial effort to cut down costs, sell assets, place practised executives to the board, execute Covisint IPO, and undertake several more steps to streamline Compuware.
Elliot is also disputing the Argentinian government, as they are leading a group of creditors who are brawling the nation over bond payments.
Kirkland and Ellis were advisors for Thoma Bravo, while Goldman Sachs advised Compuware. Arps, Skadden, Meagher & Flom, and Slate offered legal advice to Compuware.
