|By Elizabeth White||
|September 2, 2014 10:45 PM EDT||
Compuware Corporation (Nasdaq:CPWR) and Thoma Bravo jointly announced that Compuware has entered into a definitive agreement to be acquired by private equity investment firm Thoma Bravo, LLC, in a transaction valued at approximately $2.5 billion.
“Compuware is the clear established leader in the categories of application performance and mainframe productivity tools, and this transaction is the capstone to a series of transformative company initiatives to relentlessly drive value,” said Bob Paul, Chief Executive Officer of Compuware. “We began with the IPO of Covisint, initiated a robust dividend, divested non-core operations, and aggressively reduced corporate expenses. Compuware is now best suited to focus on its core mainframe and APM businesses as a private-equity backed company, where we can continue to serve our customers in a competitive environment with greater flexibility to take a long-term approach.”
“Organizations are increasingly relying on mission-critical technologies and applications to reach customers and grow their businesses, and Compuware’s solutions, including Compuware APM, are the leading choice by many of the world’s largest organizations for ensuring those applications perform seamlessly,” said Orlando Bravo, a managing partner at Thoma Bravo. “Becoming a private company will enable this established market leader to leverage strategic product and other growth opportunities that will take Compuware to the next level.”
Under the terms of the agreement, pending shareholder approval, Compuware shareholders will receive an aggregate value of approximately $10.92 per share, representing a premium of approximately 17 percent to the Company’s stock price as of the close of trading on Friday, August 29, 2014. Thoma Bravo will pay a cash purchase price of $10.43 for each outstanding share of Compuware common stock, less the pro rata portion of the applicable corporate tax that will be owed in connection with the spin-off of Covisint, currently estimated at $0.18 per share based on the current market price of Covisint, for a net cash payment of approximately $10.25 per share. The parties have agreed that within 60 days following the date of the merger agreement, Compuware will effectuate the pro rata distribution to its shareholders of the remaining shares of Covisint owned by Compuware, resulting in a distribution of Covisint shares representing approximately $0.67 per share of Compuware common stock based on the closing price of Covisint on Friday, August 29. During the 60-day period, Compuware may seek a higher value alternative for its Covisint shares, in which case the proceeds, net of tax and certain charges, of such disposition will be paid to Compuware shareholders.
Gurminder S. Bedi, Independent Chairman of the Compuware Board, said, “This is the right transaction for Compuware at the right time, and reflects a thorough Board review of strategic alternatives and the work of a committee established earlier this year to focus on value-generating steps. This agreement provides shareholders with immediate and substantial cash value, a significant premium to our share price, and the ability to complete the Covisint spin-off to shareholders. Thoma Bravo is an ideal partner for Compuware, adding significant application software, services, and financial expertise.”
“We have been incredibly impressed with the business that the Compuware management team has built, and look forward to working with them on this next stage of growth for the company,” added Seth Boro, a managing partner at Thoma Bravo. “The APM and Mainframe Productivity Tools markets are exciting and ever-evolving industries, and we’re confident that our partnership with Compuware will enhance its position as the market leader and fuel further innovation that will benefit customers.”
The Compuware board of directors unanimously approved the agreement and recommends that Compuware’s shareholders approve the transaction. The transaction, which is expected to close by early 2015, is subject to approval from Compuware’s shareholders, regulatory approvals, and other customary closing conditions. The closing of the transaction is also subject to the completion of a disposition of Covisint.
Elliott Management, which owns approximately 9.5 percent of Compuware’s common stock, has entered into an agreement with Thoma Bravo agreeing to vote its shares in favor of the transaction.
There is no financing condition associated with the proposed acquisition. Jefferies, Credit Suisse and Deutsche Bank have agreed to provide debt financing in connection with the transaction.
Compuware has agreed to immediately discontinue its quarterly cash dividend. At closing, Thoma Bravo will acquire 100% of Compuware’s outstanding shares and Compuware will become a privately-held company.
Goldman, Sachs & Co. is serving as financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Compuware. Kirkland & Ellis LLP is serving as legal counsel to Thoma Bravo.
Cloud Expo's giant Silicon View billboard which is viewed by more than 1.3 million motorists per week
The 15th International Cloud Expo has just expanded its conference program, to bring together Cloud Computing, APM, APIs, Security, Big Data, Internet of Things, DevOps and WebRTC at one location.
The show now has three tracks devoted exclusively to the IoT (with WebRTC present in one of the tracks), a full single track focusing on Big Data, and a two-track DevOps Summit, in addition to four tracks devoted exclusively to Cloud Computing in the enterprise.
Cloud Expo is the single show where delegates and technology vendors can meet to experience and discuss the entire world of the cloud.
With Cloud Computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to learn about the latest technology developments and solutions.
Attend Cloud Expo Nov 4-6, at the Santa Clara Convention Center, CA. Craft your own custom experience. Learn the latest from the world's best technologists. Find the vendors you want and put them to the test.
15th Cloud Expo Expanded Conference Program
Track 1: Enterprise Cloud Adoption
Track 2: APM, Cloud and Hot Topics
Track 3: Cloud APIs & Business
Track 4: Cloud Security - Mobility
Big Data Expo
Track 5: Big Data/Analytics
Track 6: Consumer IoT
Track 7: Enterprise IoT
Track 8: IoT Developer & WebRTC
Track 1: "Dev" Developer Focus
Track 2: "Ops" Operations Focus
More than 150 all-star faculty members will discuss the hottest technology topics in November. In addition to the expanded APM and API coverage, Cloud Expo Silicon Valley will offer a variety of Linux containers and Docker sessions.
DevOps Summit at Cloud Expo also doubled its content from June, in two full simultaneous tracks for three days.
Tracks and topics for DevOps Summit at Cloud Expo will include:
- Application delivery
- ROI and business value
- Site reliability
- Continuous delivery
- Kanban, Scrum, and Agile
- Continuous integration
- Release scalability
- Continuous release
- Service virtualization
- Operational monitoring
- Capacity management
- Load testing
- Quality assurance
- Manager and exec support
- Release automation
- Cultural change
- Breaking down IT silos
- Cloud development
- Cloud platforms
- Test automation
- Application security
- API management
- Identity and access
- Audit and control
- DevOps and ITIL, ISO, Six Sigma, COBIT
- Mobile DevOps
- DevOps for legacy systems
- Software-defined servers
- Network automation
- Server automation
- Configuration automation
- Continuous support
- DevOps anti-patterns
- Enterprise DevOps
- DevOps system architecture
- IT orchestration
- DevOps skills and training
- WebOps, CloudOps, ChatOps, NoOps
- Change management
Tracks and topics for Internet of @ThingsExpo will include:
Consumer IoT & Wearables
- Smart Appliances
- Smart Cars
- Smartphones 2.0
- Smart Travel
- Personal Fitness
- Health Care
- Personalized Marketing
- Customized Shopping
- Personal Finance
- The Digital Divide
- Mobile Cash & Markets
- Games & the IoT
- The Future of Education
- Virtual Reality
- The Business Case for IoT
- Smart Grids
- Smart Cities
- Smart Transportation
- The Smart Home
- Wiring the IoT
- The Internet of Everything
- Digital Transformation of Enterprise IT
- Local & State Government
- Federal Government
- Eclipse Foundation
- Cloud Foundry
- Linux Containers
- Open Source Hardware
- AJAX and the IoT
- Leveraging SOA
- Multi-Cloud IoT
- Evolving Standards
- Security & Privacy Protocols
- GPS & Proximity Services
- Nest Labs
for Cloud Expo® 2014 Silicon Valley
Cloud Expo® 2014 Silicon Valley "show prospectus" has shipped. Sponsorship, exhibit, and keynote opportunities can be obtained from Carmen Gonzalez by email at events (at) sys-con.com, or by phone 201 802-3021.
About SYS-CON Media & Events
SYS-CON Media (www.sys-con.com) has since 1994 been connecting technology companies and customers through a comprehensive content stream at www.sys-con.com - featuring over forty focused subject areas, from Cloud Computing to Web Security - interwoven with market-leading full-scale conferences produced by SYS-CON Events. The company's internationally recognized brands include among others Cloud Expo® (www.CloudComputingExpo.com), Big Data Expo (http://BigDataExpo.net), Virtualization Conference & Expo (www.VirtualizationConference.com), DevOps Summit (http://DevOpsSummit.sys-con.com), Internet of @ThingsExpo (http://www.ThingsExpo.com), SDDC Expo (http://SDDCExpo.sys-con.com), WebRTC Summit (http://WebRTCSummit.net), Government IT Conference & Expo (www.GovITExpo.com), Cloud Computing Bootcamp (www.CloudComputingBootcamp.com), and UlitzerLive! New Media Conference & Expo (http://events.sys-con.com).
Cloud Expo® is a registered trademark of Cloud Expo, Inc.
In IT, we sometimes coin terms for things before we know exactly what they are and how they’ll be used. The resulting terms may capture a common set of aspirations and goals – as “cloud” did broadly for on-demand, self-service, and flexible computing. But such a term can also lump together diverse and even competing practices, technologies, and priorities to the point where important distinctions are glossed over and lost.
Dec. 7, 2016 08:45 PM EST Reads: 1,624
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at Cloud Expo, Ed Featherston, a director and senior enterprise architect at Collaborative Consulting, discussed the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
Dec. 7, 2016 08:15 PM EST Reads: 2,197
Enterprise IT has been in the era of Hybrid Cloud for some time now. But it seems most conversations about Hybrid are focused on integrating AWS, Microsoft Azure, or Google ECM into existing on-premises systems. Where is all the Private Cloud? What do technology providers need to do to make their offerings more compelling? How should enterprise IT executives and buyers define their focus, needs, and roadmap, and communicate that clearly to the providers?
Dec. 7, 2016 07:15 PM EST Reads: 351
All clouds are not equal. To succeed in a DevOps context, organizations should plan to develop/deploy apps across a choice of on-premise and public clouds simultaneously depending on the business needs. This is where the concept of the Lean Cloud comes in - resting on the idea that you often need to relocate your app modules over their life cycles for both innovation and operational efficiency in the cloud. In his session at @DevOpsSummit at19th Cloud Expo, Valentin (Val) Bercovici, CTO of Soli...
Dec. 7, 2016 07:15 PM EST Reads: 1,782
SYS-CON Events announced today that Dataloop.IO, an innovator in cloud IT-monitoring whose products help organizations save time and money, has been named “Bronze Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Dataloop.IO is an emerging software company on the cutting edge of major IT-infrastructure trends including cloud computing and microservices. The company, founded in the UK but now based in San Fran...
Dec. 7, 2016 07:00 PM EST Reads: 458
Join Impiger for their featured webinar: ‘Cloud Computing: A Roadmap to Modern Software Delivery’ on November 10, 2016, at 12:00 pm CST. Very few companies have not experienced some impact to their IT delivery due to the evolution of cloud computing. This webinar is not about deciding whether you should entertain moving some or all of your IT to the cloud, but rather, a detailed look under the hood to help IT professionals understand how cloud adoption has evolved and what trends will impact th...
Dec. 7, 2016 06:00 PM EST Reads: 2,656
In his session at 19th Cloud Expo, Claude Remillard, Principal Program Manager in Developer Division at Microsoft, contrasted how his team used config as code and immutable patterns for continuous delivery of microservices and apps to the cloud. He showed how the immutable patterns helps developers do away with most of the complexity of config as code-enabling scenarios such as rollback, zero downtime upgrades with far greater simplicity. He also demoed building immutable pipelines in the cloud ...
Dec. 7, 2016 06:00 PM EST Reads: 1,869
"We are the public cloud providers. We are currently providing 50% of the resources they need for doing e-commerce business in China and we are hosting about 60% of mobile gaming in China," explained Yi Zheng, CPO and VP of Engineering at CDS Global Cloud, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 7, 2016 05:45 PM EST Reads: 1,099
Businesses and business units of all sizes can benefit from cloud computing, but many don't want the cost, performance and security concerns of public cloud nor the complexity of building their own private clouds. Today, some cloud vendors are using artificial intelligence (AI) to simplify cloud deployment and management. In his session at 20th Cloud Expo, Ajay Gulati, Co-founder and CEO of ZeroStack, will discuss how AI can simplify cloud operations. He will cover the following topics: why clou...
Dec. 7, 2016 05:15 PM EST Reads: 926
"We are a custom software development, engineering firm. We specialize in cloud applications from helping customers that have on-premise applications migrating to the cloud, to helping customers design brand new apps in the cloud. And we specialize in mobile apps," explained Peter Di Stefano, Vice President of Marketing at Impiger Technologies, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 7, 2016 05:15 PM EST Reads: 329
As data explodes in quantity, importance and from new sources, the need for managing and protecting data residing across physical, virtual, and cloud environments grow with it. Managing data includes protecting it, indexing and classifying it for true, long-term management, compliance and E-Discovery. Commvault can ensure this with a single pane of glass solution – whether in a private cloud, a Service Provider delivered public cloud or a hybrid cloud environment – across the heterogeneous enter...
Dec. 7, 2016 05:15 PM EST Reads: 1,748
@DevOpsSummit taking place June 6-8, 2017 at Javits Center, New York City, is co-located with the 20th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. @DevOpsSummit at Cloud Expo New York Call for Papers is now open.
Dec. 7, 2016 05:00 PM EST Reads: 1,919
Everyone knows that truly innovative companies learn as they go along, pushing boundaries in response to market changes and demands. What's more of a mystery is how to balance innovation on a fresh platform built from scratch with the legacy tech stack, product suite and customers that continue to serve as the business' foundation. In his General Session at 19th Cloud Expo, Michael Chambliss, Head of Engineering at ReadyTalk, discussed why and how ReadyTalk diverted from healthy revenue and mor...
Dec. 7, 2016 04:30 PM EST Reads: 1,676
The many IoT deployments around the world are busy integrating smart devices and sensors into their enterprise IT infrastructures. Yet all of this technology – and there are an amazing number of choices – is of no use without the software to gather, communicate, and analyze the new data flows. Without software, there is no IT. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, Dave McCarthy, Director of Products at Bsquare Corporation; Alan Williamson, Principal...
Dec. 7, 2016 04:15 PM EST Reads: 363
"Qosmos has launched L7Viewer, a network traffic analysis tool, so it analyzes all the traffic between the virtual machine and the data center and the virtual machine and the external world," stated Sebastien Synold, Product Line Manager at Qosmos, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 7, 2016 04:15 PM EST Reads: 788
President Obama recently announced the launch of a new national awareness campaign to "encourage more Americans to move beyond passwords – adding an extra layer of security like a fingerprint or codes sent to your cellphone." The shift from single passwords to multi-factor authentication couldn’t be timelier or more strategic. This session will focus on why passwords alone are no longer effective, and why the time to act is now. In his session at 19th Cloud Expo, Chris Webber, security strateg...
Dec. 7, 2016 04:15 PM EST Reads: 355
Effectively SMBs and government programs must address compounded regulatory compliance requirements. The most recent are Controlled Unclassified Information and the EU's GDPR have Board Level implications. Managing sensitive data protection will likely result in acquisition criteria, demonstration requests and new requirements. Developers, as part of the pre-planning process and the associated supply chain, could benefit from updating their code libraries and design by incorporating changes. In...
Dec. 7, 2016 04:00 PM EST Reads: 1,286
In his session at Cloud Expo, Robert Cohen, an economist and senior fellow at the Economic Strategy Institute, provideed economic scenarios that describe how the rapid adoption of software-defined everything including cloud services, SDDC and open networking will change GDP, industry growth, productivity and jobs. This session also included a drill down for several industries such as finance, social media, cloud service providers and pharmaceuticals.
Dec. 7, 2016 03:48 PM EST Reads: 300
The 20th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held June 6-8, 2017, at the Javits Center in New York City, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Containers, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportunity. Submit your speaking proposal ...
Dec. 7, 2016 03:45 PM EST Reads: 2,262
You have great SaaS business app ideas. You want to turn your idea quickly into a functional and engaging proof of concept. You need to be able to modify it to meet customers' needs, and you need to deliver a complete and secure SaaS application. How could you achieve all the above and yet avoid unforeseen IT requirements that add unnecessary cost and complexity? You also want your app to be responsive in any device at any time. In his session at 19th Cloud Expo, Mark Allen, General Manager of...
Dec. 7, 2016 03:30 PM EST Reads: 1,778