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EXHIBIT 99
NEWS RELEASE
[COMPUWARE LETTERHEAD]
FOR IMMEDIATE RELEASE
OCTOBER 26, 2000
COMPUWARE CORPORATION DECLARES DIVIDEND DISTRIBUTION
OF PREFERRED SHARE PURCHASE RIGHTS
FARMINGTON HILLS, Mich.--October 26, 2000--The Board of Directors of Compuware
Corporation (Nasdaq: CPWR) today declared a dividend distribution of one
preferred share purchase right on each outstanding Compuware common share.
Peter Karmanos, Jr., Chairman and Chief Executive Officer of Compuware
Corporation, said, "The Rights are designed to assure that all of Compuware's
shareholders receive fair and equal treatment in any proposed takeover of the
company and to guard against abusive tactics to gain control of Compuware
without paying all shareholders a premium for that control. The Rights are not
being adopted in response to any specific takeover threat, but are a response to
the general takeover environment."
The Rights are intended to enable all Compuware shareholders to realize the
long-term value of their investment in the company. The rights will not prevent
a takeover, but should encourage anyone seeking to acquire control of the
company to negotiate with the Compuware Board of Directors prior to attempting a
takeover.
Generally, the Rights will be exercisable, and separate certificates will be
issued for the Rights, only if there is a public announcement that a person or
group acquires beneficial ownership of 15 percent or more of Compuware's common
shares or commences or announces an intent to commence a tender or exchange
offer, the consummation of which, would result in a person or group beneficially
owning 15 percent or more of the common shares. Each Right initially will
entitle shareholders to buy one two-thousandth of a share of a new series of
junior participating preferred shares at an exercise price of $40.00, if and
when it becomes exercisable.
Generally, if a person or group acquires beneficial ownership of 15 percent or
more of Compuware's outstanding common shares, each Right will entitle its
holder (other than such person, any member of such group, their affiliates and
their transferees) to purchase, at the Right's then current exercise price, a
number of Compuware's common shares having an average market value of twice such
price. In addition, generally, if Compuware is involved in a merger, statutory
share exchange or asset sale at any time after a person or group has acquired 15
percent or more of the company's common shares, each Right will entitle its
holder to purchase, at the Right's then current exercise price, the acquiring
company's common shares having an average market value of twice such price. The
acquiring person or group and their affiliates and transferees will not be
entitled to exercise these Rights.
Prior to the acquisition by a person or group of beneficial ownership of 15
percent or more of the company's common shares, the Rights are redeemable for
one tenth of a cent per Right at the option of the Board of Directors.
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Compuware Corporation Declares Distribution of Preferred Share Purchase Rights
October 26, 2000
The Board of Directors is also authorized to amend the Rights Agreement in any
respect before any person or group acquires 15 percent or more of the company's
common shares, including to reduce the 15 percent thresholds referred to above.
The dividend distribution will be made on November 9, 2000, payable to
shareholders of record on that date, and is not taxable to shareholders. The
Rights will expire on November 9, 2010.
COMPUWARE CORPORATION
With fiscal year 2000 revenues of more than $2.2 billion, Compuware is a world
leader in the practical implementation of enterprise and e-commerce solutions.
Compuware productivity solutions help 14,000 of the world's largest corporations
more efficiently maintain and enhance their most critical business applications.
Providing immediate and measurable return on information technology investments,
Compuware products and services improve quality, lower costs and increase the
speed at which systems can be developed, implemented and supported. Compuware
employs more than 15,000 information technology professionals worldwide. For
more information about Compuware, please contact the corporate offices at
800-521-9353. You may also visit Compuware on the World Wide Web at
http://www.compuware.com.
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PRESS CONTACT:
Beth Chappell, Executive Vice President, Corporate Communications and Investor
Relations, Compuware Corporation, 248-737-7345
