What's Market Public Merger Activity for the Week Ending September 5, 2014 | Practical Law

What's Market Public Merger Activity for the Week Ending September 5, 2014 | Practical Law

A list of recently filed public merger agreements as tracked by What's Market. What's Market provides a continuously updated database of public merger agreements that allows you to analyze and compare negotiated terms, including break-up and reverse break-up fees, across multiple deals. What's Market also contains links to the underlying public documents.

What's Market Public Merger Activity for the Week Ending September 5, 2014

Practical Law Legal Update 7-580-2765 (Approx. 3 pages)

What's Market Public Merger Activity for the Week Ending September 5, 2014

by Practical Law Corporate & Securities
Published on 04 Sep 2014USA (National/Federal)
A list of recently filed public merger agreements as tracked by What's Market. What's Market provides a continuously updated database of public merger agreements that allows you to analyze and compare negotiated terms, including break-up and reverse break-up fees, across multiple deals. What's Market also contains links to the underlying public documents.
Three agreements for US public company acquisitions with a deal value of $100 million or more were filed this past week.
On September 2, 2014, Thoma Bravo, LLC agreed to acquire technology performance company Compuware Corporation in an all-cash transaction valued at $2.5 billion. The acquisition represents the culmination of shareholder activist Elliott Management’s efforts to extract value from its investment in Compuware. In connection with the merger agreement, Thoma Bravo entered into a voting agreement with Elliott Management, which owns 9.5% of Compuware's outstanding stock and had previously made an offer to acquire Compuware. Thoma Bravo will also enter into voting agreements with those Compuware directors and officers who are affiliated with Elliott Management, who collectively own an additional 3.5% of Compuware stock.
Last year, under pressure from Elliott Management, Compuware partially spun out its subsidiary Covisint Corporation in an IPO. Under the merger agreement, Compuware is required to complete the spin-off of Covisint within 60 days after the signing date, unless Compuware enters into a definitive agreement to sell Covisint before the end of that 60-day period. If Compuware enters into such an agreement, the parties have agreed to amend the merger agreement to provide for a mechanism for transferring the consideration received in that sale to Compuware's shareholders. The closing of the merger is therefore conditioned on either (i) the closing of the spin-off of Covisint or (ii) Compuware's entry into a definitive agreement to sell Covisint.
Also this week:
  • On August, 29, 2014, Omnitracs, LLC, a portfolio company of Vista Equity Partners, agreed to acquire mobile fleet optimization software provider XRS Corporation in an all-cash transaction valued at $178 million.
  • On September 3, 2014, Teledyne Technologies Incorporated agreed to acquire marine seismic data acquisition equipment manufacturer Bolt Technology Corporation in an all-cash transaction valued at $171 million.
For additional public merger agreement summaries, see What's Market.