Compuware Corporation (Nasdaq: CPWR) today announced that it has determined the final distribution ratio relating to its previously announced distribution of all of its 31,384,920 shares of Covisint Corporation (“Covisint”) (Nasdaq: COVS) common stock on October 31, 2014, the distribution date, as a pro rata dividend on shares of Compuware common stock, and on shares of Compuware common stock deliverable under restricted stock units relating to Compuware common stock (“RSUs”), outstanding on October 20, 2014, the record date.
Based on the number of Compuware shares outstanding and shares deliverable under RSUs as of October 20, 2014, the record date for the distribution, holders of Compuware common stock will receive 0.14025466 shares of Covisint common stock in the distribution with respect to each outstanding share of Compuware common stock they own at the close of business on the record date, and holders of RSUs will receive 0.14025466 shares of Covisint common stock in the distribution with respect to each share of Compuware common stock deliverable under the RSUs they hold at the close of business on the record date.
Fractional shares of Covisint common stock will not be distributed to Compuware shareholders or RSU holders. Instead, the fractional shares of Covisint common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in the form of cash payments to Compuware shareholders and RSU holders who would otherwise receive Covisint fractional shares.
The spin-off is expected to be taxable for U.S. federal income tax purposes. Thus, the value of the Covisint common stock, as well as any cash received in lieu of fractional shares, will generally be taxable. Compuware shareholders and RSU holders should consult their tax advisors with respect to U.S. federal, state, local and foreign tax consequences of the distribution, including, without limitation, the potential imposition of withholding taxes on the distribution of Covisint common stock.
The distribution of shares of Covisint common stock will be made in book entry form, and no physical share certificates of Covisint will be issued. An information statement describing the distribution will be mailed to Compuware stockholders. Compuware stockholders will not be required to pay cash or other consideration for the shares of Covisint common stock to be distributed to them or to surrender or exchange their shares of Compuware common stock to receive the distribution.
When the distribution is complete, Compuware will no longer own shares of Covisint common stock.
Compuware common stock trades on Nasdaq under the symbol “CPWR.” Covisint common stock trades on Nasdaq under the symbol “COVS.” Covisint shares to be distributed to Compuware shareholders on the October 31, 2014 distribution date may be traded through October 31, 2014 in the Covisint “additional shares when issued” market under the symbol COVSV.
