Compuware Corp. said Thursday that it had reached an agreement with Elliott Management that will hold off the activist shareholder's takeover bid of the software development company.
As part of the deal, Elliott Management is nominating two members to Compuware's board and a special advisory committee is being formed to help find "strategies to further enhance the company's value." Elliott Management, Compuware's largest shareholder, agreed in turn to vote in favor of Compuware's proposed slate of directors at the company's upcoming shareholder meeting.
Compuware turned down an acquisition attempt from Elliott Management last year. The agreement announced Thursday is effective until the end of the year, or 30 days before the next fiscal year's deadline for shareholder nominations, whichever is sooner.
As part of the deal, John Freeland and Stephen Schuckenbrock have been nominated to join Compuware's board. A shareholder vote is expected to take place in March. Freeland has 30 years in the technology sector, and was most recently CEO of SymphonyIRI Group, a marketing services provider for the health care industry. Schuckenbrock was CEO of Accretive Health Inc. and currently serves on the board of that company.
Compuware, which is based in Detroit, has made several changes to transform its business and show it can build shareholder value without a takeover. It sold its Changepoint, Professional Services and Uniface businesses and launched an initial public offering of its Covisint business. It is also trying to cut up to $100 million in costs.
Shares of Compuware closed down 26 cents at $10.84 Thursday. They are practically unchanged from a year ago.