Sandell Urges Compuware to Engage with Elliott

  Sandell Urges Compuware to Engage with Elliott

                      And Commence Full Auction Process

Business Wire

NEW YORK -- January 15, 2013

In reaction to Compuware Corporation’s (NASDAQ: CPWR) lack of response to
Elliot Management Corp.’s offer to purchase, Sandell Asset Management’s Chief
Executive Officer Thomas E. Sandell sent today the following letter to
Compuware’s CEO and Board of Directors:

Robert C. Paul
Chief Executive Officer
Compuware Corporation
One Campus Martius
Detroit, MI 48226-5099
cc: Board of Directors

Dear Mr. Paul,

As we have previously indicated in our letters and in our white paper, we see
significant value in Compuware, and have asked you and the Board of Directors
to act with more urgency to unlock that value. Neither you nor your Board seem
to have taken our communications seriously. Now you sit silent in the face of
an offer from Elliott Management Corp. (“Elliott”) to purchase Compuware at
$11.00 per share cash, which you received over a month ago. As we have stated,
we believe that a prompt sale of the Company would be an effective path to
value realization.

In yesterday’s disclosure by Elliott, we find that you and your Board have not
only ignored our suggestions but also have been intentionally dragging your
feet on engaging with Elliott. We believe you should immediately initiate a
full auction process for Compuware. We continue to believe that there are
numerous financial and strategic parties, in addition to Elliott, that would
be interested in Compuware, and that a full auction process would be the most
effective way to maximize value. And as part of that process, we believe that
you should immediately engage with Elliott, making due diligence materials
available to them, in order to elicit from them their highest and best offer.

Your inaction is simply unacceptable, and indicates that you and your Board
are more interested in keeping the status quo rather than taking prompt action
to maximize value for shareholders. We believe that this lack of urgency will
significantly bolster the case for change to the Board composition at the next
annual meeting.

We ask that you immediately engage with Elliott as requested in their letter,
and immediately announce and commence a formal sale process to obtain the
highest available price for the Company. Your fiduciary duties to your
shareholders demand no less.

Sincerely,

Thomas E. Sandell
Chief Executive Officer

Contact:

Sandell Asset Management Corp.
Mr. Tom Sandell, Chief Executive Officer, +1-212-603-5700
 
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