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Exclusive: Compuware, after rejecting Elliott bid, explores sale

By Nadia Damouni and Soyoung Kim

NEW YORK (Reuters) - Business software maker Compuware Corp, which has rejected a $2.3 billion bid by an activist investor, is exploring a sale and talking to buyout firms to gauge takeover interest, four people familiar with the matter said.

The Detroit-based company has held early talks with several large private equity firms, including Blackstone Group LP, TPG Capital LP and Golden Gate Capital, about a potential deal, the people said on Thursday.

Compuware shares rose as much as 9.5 percent to $12.74 in Nasdaq trading on Thursday before trimming gains to trade about 2 percent higher, valuing the company at around $2.5 billion.

Compuware in January rejected an $11 per share offer from New York-based hedge fund Elliott Management Corp, its second-largest shareholder with an 8.7 percent stake, and said it would proceed with plans to spin off a non core unit, cut costs and pay out dividends.

However, the company opened the door to a better offer from Elliott or other buyers and agreed to provide the investor with confidential financial information to allow due diligence.

Investment banks Goldman Sachs Group Inc and Allen & Company are advising Compuware, said the sources, who asked for anonymity because the process is not public.

Representatives for Goldman, Elliott, TPG and Golden Gate declined to comment. Blackstone and Allen & Company could not immediately be reached for comment.

A Compuware spokeswoman declined to comment, but pointed to the company's statement on January 25 that said: "The board will carefully review and evaluate any credible offer it receives."

Compuware's diverse business lines make it a tough takeover target for industry rivals, but private equity firms could be interested in buying the entire company, according to the people familiar with the matter.

In a letter to the board in December, Elliott noted that Compuware's stock had underperformed the Nasdaq stock index by an average of 6 percent over the last year and lagged the Standard & Poor's 500-stock index by 34 percent over the last two years.

Elliott has actively participated in the last few years in activist campaigns against technology companies. The investor bid $2 billion for Novell Inc in 2010, leading the software maker to sell itself to Attachmate Corp for $2.2 billion.

Last year, Elliott pressed BMC Software Inc to put the company up for sale. Talks with potential buyers did not result in a sale, but the company agreed to buy back $1 billion in shares.

Sandell Asset Management Corp, which owns 2.5 percent of Compuware, has also pressured the company to look at options, including selling or spinning off units such as its mainframe business and its APM unit, which manages applications for both Web and non-Web based customers.

(Reporting by Nadia Damouni and Soyoung Kim in New York; Editing by Gerald E. McCormick, Matthew Lewis and Andre Grenon)

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