Elliott Offers To Acquire Compuware For $11.00 Per Share In Cash

       Elliott Offers To Acquire Compuware For $11.00 Per Share In Cash

Activist Investor Uniquely Positioned To Maximize Shareholder Value

PR Newswire

NEW YORK, Dec. 17, 2012

NEW YORK, Dec. 17, 2012 /PRNewswire/ -- Elliott Management Corp, affiliates of
which own or have an interest economically equivalent to 8.0% of the common
stock of Compuware Corporation (NASDAQ:CPWR), today sent the following letter
to the company's Board of Directors offering to acquire the company for $11.00
per share in cash, or an aggregate of $2.3 billion. Elliott is a
multi-strategy investment firm with deep experience investing in public and
private companies and an extensive track record of successfully structuring
and executing transactions in the technology space.

December 17, 2012

The Board of Directors
Compuware Corporation
One Campus Martius
Detroit, Michigan 48226

Dear Members of the Board of Directors:

I write to you on behalf of Elliott Management Corp. and its funds Elliott
Associates, L.P. and Elliott International L.P. (collectively, "Elliott")
which collectively own, or have an interest economically equivalent to, 8.0%
of the common stock of Compuware Corporation ("Compuware"), making Elliott one
of the Company's largest stockholders. Elliott is a multi-strategy investment
firm with over $20 billion in assets under management focused on employing
detailed research to address complex investment situations. We have
considerable experience in the technology sector involving both public and
private investments.

Based on our detailed review of the Company's publicly available information
and our substantial knowledge of the software industry, we are pleased to
submit this proposal to acquire all of the shares of common stock of Compuware
for a price of $11.00 per share. Our offer represents a premium of 25% over
the Company's unaffected market value as of the date Elliott filed its
Schedule 13D last month. This price also represents a 21% premium over the
Company's 30-day volume-weighted average price ("VWAP"), a 24% premium over
the Company's 60-day VWAP and a 24% premium over the Company's one-year VWAP.
Finally, this price represents a premium of 15% over the Company's current
market value which we believe is substantially inflated as a result of
Elliott's 13D, a filing to which the Company has repeatedly drawn attention in
public and private settings. Substantiating this belief is the fact that
since November 26^th when we filed our 13D (just 3 weeks ago), Compuware's
stock price has outperformed the NASDAQ by 9 percentage points and the S&P 500
by 8 percentage points. By any measure, we believe our proposal represents a
compelling opportunity that your stockholders will find extremely attractive.

Compuware is a long-established company that we have followed closely for
several years. We believe in the quality of Compuware's assets – however, its
execution, profitability and growth have meaningfully underperformed. Prior
to the filing of our 13D, Compuware's stock has underperformed the Nasdaq and
S&P 500 by an average of 6 and 34 percentage points over the last one and two
years, respectively.

As a result of Elliott's significant experience in the software sector and our
deep public diligence into Compuware, we believe Elliott is uniquely situated
to deliver maximum value to the Company's stockholders. Elliott has over 35
years of experience in investing in public and private companies and an
extensive track record of successfully structuring and executing acquisitions
in the technology space. Our proposal is of course subject to a confirmatory
due diligence review of the Company as well as the availability of reasonable
financing. We are available to sign an appropriate confidentiality agreement
and commence due diligence immediately. We are also confident we can obtain
financing and have already had conversations with financing sources. Elliott
is prepared to devote considerable resources to completing this transaction
and we are confident that, with your cooperation, we will be in a position to
execute a definitive transaction agreement on an expedited basis.

We are prepared to meet immediately with you and your advisors in order to
answer any questions about our proposal and to work out the details for moving
toward a definitive transaction agreement.

Of course, nothing in this letter is intended to create a legally binding
obligation and no such obligation will exist unless and until a definitive
transaction agreement is executed. As a result of our substantial share
ownership in Compuware, SEC rules oblige us to make the existence and contents
of this letter public. Please feel free to contact me to discuss or clarify
any aspect of this proposal.

On behalf of Elliott, we are very much looking forward to working closely with
the talented employees of Compuware to bring the Company forward to its next
phase of growth.

Very truly yours,

/s/
Jesse Cohn
Portfolio Manager

About Elliott Associates
Elliott Associates, L.P. and its sister fund, Elliott International, L.P. have
more than $20 billion of capital under management. Founded in 1977, Elliott is
one of the oldest hedge funds under continuous management. The Elliott funds'
investors include large institutions, high-net-worth individuals and families,
and employees of the firm.

SOURCE Elliott Management Corp

Contact: Peter Truell, +1(212) 974-6000, +1(646) 648-2235 (cell)
 
Press spacebar to pause and continue. Press esc to stop.