Compuware Announces Completion of Spin-Off of Covisint
31 Oktober 2014 - 9:50PM
Business Wire
Compuware Corporation (“Compuware”) (Nasdaq: CPWR), the
technology performance company, today announced that it has
completed its previously announced distribution of all of its
31,384,920 shares of Covisint Corporation (“Covisint”) (Nasdaq:
COVS) common stock as a pro rata dividend on shares of Compuware
common stock, and on shares of Compuware common stock deliverable
under restricted stock units relating to Compuware common stock
(“RSUs”), outstanding on October 20, 2014, the record date.
Based on the number of Compuware shares outstanding and shares
deliverable under RSUs as of October 20, 2014, the record date for
the distribution, holders of Compuware common stock received
0.14025466 shares of Covisint common stock in the distribution with
respect to each outstanding share of Compuware common stock they
owned at the close of business on the record date, and holders of
RSUs received 0.14025466 shares of Covisint common stock in the
distribution with respect to each share of Compuware common stock
deliverable under the RSUs they held at the close of business on
the record date.
Fractional shares of Covisint common stock were not distributed
to Compuware shareholders or RSU holders. Instead, the fractional
shares of Covisint common stock will be aggregated and sold in the
open market, with the net proceeds distributed pro rata in the form
of cash payments to Compuware shareholders and RSU holders who
would otherwise receive Covisint fractional shares. The spin-off is
expected to be taxable for U.S. federal income tax purposes. Thus,
the value of the Covisint common stock, as well as any cash
received in lieu of fractional shares, will generally be taxable.
Compuware shareholders and RSU holders should consult their tax
advisors with respect to U.S. federal, state, local and foreign tax
consequences of the distribution, including, without limitation,
the potential imposition of withholding taxes on the distribution
of Covisint common stock.
With the completion of the distribution, Compuware no longer
owns shares of Covisint common stock.
Compuware common stock trades on Nasdaq under the symbol “CPWR.”
Covisint common stock trades on Nasdaq under the symbol “COVS.”
Compuware Corporation
Compuware Corporation is the technology performance company, and
we exist solely to help our customers optimize the performance of
their most important and innovative technologies-those that drive
their businesses forward. Today, more than 7,100 companies,
including many of the world's largest organizations, depend on
Compuware and our new generation approach to performance management
to do just that. Learn more at: http://www.compuware.com.
Additional Information and Where to Find It
On October 6, 2014, Compuware filed a preliminary proxy
statement with the SEC in connection with the solicitation of
proxies for a special meeting of shareholders related to the
proposed acquisition of Compuware by affiliates of Thoma Bravo,
LLC. Prior to the special meeting, Compuware will file with the SEC
a definitive proxy statement, together with a WHITE proxy card.
Promptly after filing the definitive proxy statement with the SEC,
Compuware will mail the definitive proxy statement and a WHITE
proxy card to each shareholder entitled to vote at the special
meeting. INVESTORS AND SECURITY HOLDERS OF COMPUWARE ARE URGED TO
READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO), THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy
statement (including the WHITE proxy card), the preliminary proxy
statement, and any other documents filed by Compuware with the SEC
(when they become available), may be obtained free of charge at the
SEC’s website (http://www.sec.gov) or at Compuware’s website
(http://www.compuware.com) or by writing to Compuware’s Secretary
at One Campus Martius, Detroit, MI 48226.
Participants in the Solicitation
Compuware and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from Compuware’s
shareholders with respect to the proposed acquisition of Compuware
by affiliates of Thoma Bravo, LLC. Detailed information regarding
the names, affiliations and interests of individuals who are
participants in the solicitation of proxies of Compuware’s
shareholders is available in Compuware’s preliminary proxy
statement. Additional information about Compuware’s directors and
executive officers is set forth in the proxy statement on Schedule
14A filed with the SEC on February 14, 2014, and the Annual Report
on Forms 10-K and 10-K/A for the fiscal year ended March 31,
2014.
Certain statements in this release that are not historical
facts, including those regarding the Company’s future plans,
objectives and expected performance, are “forward-looking
statements” within the meaning of the federal securities laws.
These forward-looking statements represent our outlook only as of
the date of this release. While we believe any forward-looking
statements we have made are reasonable, actual results could differ
materially since the statements are based on our current
expectations and are subject to risks and uncertainties. These
risks and uncertainties are discussed in the Company’s reports
filed with the Securities and Exchange Commission. Readers are
cautioned to consider these factors when relying on such
forward-looking information. The Company does not undertake, and
expressly disclaims any obligation, to update or alter its
forward-looking statements whether as a result of new information,
future events or otherwise, except as required by applicable
law.
Source:Compuware
Press ContactCompuware CorporationLisa Elkin,
+1-313-227-7345Senior Vice President, Marketing, Communications and
Investor Relations
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