UPDATE: 1/25/13, 1:35 p.m. EST. Compuware has rejected Elliott’s $2.3 billion takeover bid.
Elliott Management—the hedge fund probably best known in legal circles for its sovereign debt battles with Argentina—has mounted a $2.3 billion bid to take control of business software maker Compuware. The target company has retained Skadden, Arps, Slate, Meagher & Flom to help evaluate the offer, according to two sources familiar with the matter.
In doing so, Detroit-based Compuware follows in the footsteps of fellow business software provider Novell, which tapped Skadden after receiving a $2 billion unsolicited bid from Elliott in March 2010. Provo, Utah-based Novell ultimately rejected Elliott’s offer in favor of private equity–backed Attachmate’s $2.2 billion bid in November 2010, according to our previous reports.
A Skadden spokeswoman declined to comment on the names of the lead lawyers from the firm now representing Compuware. Detroit-based Am Law 200 firm Dykema Gossett has also been a longtime legal adviser to Compuware, but has taken a back seat to Skadden this time around.
Daniel Follis Jr. serves as general counsel and secretary for Compuware, which was founded in 1973 by Peter Karmanos Jr., and Thomas Thewes. The company has several prominent current and former Am Law 200 lawyers in its top ranks.
G. Scott Romney, the older brother of former Republican presidential candidate Mitt Romney and a corporate partner at Honigman Miller Schwartz and Cohn in Detroit, is an independent member of Compuware’s board of directors. Also serving on Compuware’s board: ex–Dickinson Wright chairman Dennis Archer, a former Motor City mayor honored as one of The American Lawyer‘s Lifetime Achievers in 2009. (Compuware’s Follis testified in 2009 that $240,000 in corporate funds given to another former Detroit mayor, Kwame Kilpatrick, was a loan and not a gift.)
Elliott, which recently disclosed that it holds an 8 percent stake in Compuware, is being advised on its bid for the company by Paul, Weiss, Rifkind, Wharton & Garrison M&A cochair Robert Schumer and corporate partner Steven Williams.
Schumer and Williams previously led a team from Paul Weiss that advised the $20 billion hedge fund on its move to acquire Novell in 2010, which, while unsuccessful, resulted in Elliott becoming an equity shareholder in eventual acquiror Attachmate. Paul Weiss also advised Elliott on its $360 million offer for MSC.Software in 2009 and its $565 million bid for Epicor Software in 2008. While Elliott did not prevail in those endeavors either, it did increase the value of its stake in both companies, as MSC.Software was sold for $390 million and Epicor fetched $975 million.
Myron Kaplan, a founding partner of New York’s Kleinberg, Kaplan, Wolff & Cohen, is a member of Elliott’s board of directors. Kaplan, whose firm has long represented Elliott and its various affiliated entities, was on vacation Tuesday and not immediately available for comment.
Also not returning a phone call was Kleinberg Kaplan corporate partner Stephen Schultz, who advised Elliott on its Novell bid two years ago and recently represented the hedge fund in connection with its successful activist campaign to force a sale of Houston-based technology company BMC Software.
Paul Singer, a billionaire and Harvard Law School graduate, founded Elliott in 1977. A prominent Republican donor, Singer is generally media shy, although his name has made its way into the headlines in recent years thanks to Elliott’s tough tactics in collecting on debts owed by sovereign states.
In a September 2008 feature story, The American Lawyer looked at the successful efforts undertaken by Elliott and its primary outside litigation counsel at Dechert to extract payments from cash-strapped governments, many of them in Africa.
Dechert has also been representing an Elliott unit called NML Capital in a decade-long federal court battle with the Argentine government over an estimated $2 billion the hedge fund claims the South American nation owes it following a $132 billion sovereign debt default in 2001.
Though the Argentine state managed to strike restructuring deals with most of its creditors, Elliott remains one of the few holdouts. The hedge fund has gone to great lengths to force some kind of payment from the country, including launching an unsuccessful effort to seize Argentine assets stashed in Switzerland, as well as seizing an Argentine naval vessel in Ghana in October.
Unfortunately for Elliott, the ship seizure appears to have foundered, with a United Nations tribunal ordering Ghana to release the vessel last week. (Ace Ankomah, a name partner and head of litigation and dispute resolution at Accra-based Bentsi-Enchill, Letsa & Ankomah is representing Elliott and NML in Ghana.)
Elliott also suffered a setback in late November when the U.S. Court of Appeals for the Second Circuit stayed a decision in NML’s litigation with Argentina that would have forced the country to make a $1.3 billion debt payment this month, according to sibling publication The Am Law Litigation Daily. The Second Circuit also ruled that Argentina wouldn’t have to put up a $250 million security deposit ahead of another hearing in the case scheduled for February. ( Click here for more background on the contentious dispute, courtesy of the Lit Daily.)
As it happens, Compuware’s outside counsel at Skadden are also adverse to Elliott in the hedge fund’s litigation with Argentina. Court records in the case show that Skadden partner Lauren Aguiar in New York is advising an Argentine government body called ANSES.
As for Compuware, the company provides development, management, and testing software for a wide variety of clients, including the National Hockey League. Karmanos, who stepped down as Compuware’s CEO in 2011 and announced last month he would retire as chairman of the company next year, owns the league’s Carolina Hurricanes.
The Hurricanes, which Forbes now values at $162 million, won their first Stanley Cup in 2006. Thewes, who also co-owned the Ontario Hockey League’s Plymouth Whalers, died in 2008 at 76 after a two-year battle with leukemia.