CBOE Research Circular #RS14-719
Date:
December 15, 2014
To:
Permit Holders
From: Scott Speer
RE:
Compuware Corporation ("CPWR & adj. CPWR1") Merger COMPLETED
with Project Copper Holdings, LLC
Shareholders of Compuware Corporation ("CPWR & adj. CPWR1") voted on Monday, December 8,
2014, and approved a proposed Merger between CPWR and Project Copper Merger Corp., a
wholly-owned subsidiary of Project Copper Holdings, LLC. Both Project Copper Merger Corp. and
Project Copper Holdings, LLC are entities that are affiliated with Thoma Bravo, LLC. Pursuant to the
terms of the Merger, each share of CPWR Common Stock outstanding immediately prior to the
consummation of the Merger will be converted into the right to receive $10.43 net cash per CPWR
share, less the per share portion of the tax liabilities Compuware would owe in connection with the
disposition of Covisint, a majority-owned, public subsidiary of Compuware, currently estimated at
approximately $0.05 per CPWR share.
Please be aware that the CPWR1 option contracts had represented: (A) 100 shares of Compuware
Corporation ("CPWR") Common Stock; plus (B) 14 shares of Covisint Corporation ("COVS")
Common Stock; plus (C) $0.06 cash, and has a contract multiplier of 100. See CBOE Research
Circular #RS14-544, dated October 15, 2014, for more information on the previous contract
adjustment.
The Merger is expected became effective today, Monday, December 15, 2014.
Contract Adjustments
Pursuant to Article VI, Section 11 and 11A, of OCC's By-Laws, on Tuesday, December 16, 2014 all
outstanding CPWR & adj. CPWR1 options shall be adjusted/further adjusted as follows:
A) The CPWR series will be adjusted to require the per-contract delivery or receipt of the
approximately $1,038.00 in cash. Strike prices will remain the same, and the option symbol
will remain CPWR. [Any FLEX series that may exist will be adjusted in a similar manner to
the standardized option.]
Please be aware that trading in the adjusted CPWR options will be suspended as of
Tuesday, December 16, 2014. There are no restrictions on the exercise of the adjusted
CPWR options.
Acceleration of Expirations
Pursuant to OCC Rule 807, equity stock option contracts whose deliverables are adjusted to
call for cash-only delivery will be subject to an acceleration of the expiration dates for
outstanding option series.
All CPWR series whose expiration dates are after December 20, 2014 will have their
expiration dates advanced to Saturday, December 20, 2014. Expiration dates occurring
before December 20, 2014 (e.g., Flex options) will remain unchanged.
B) The previously adjusted CPWR1 series will be further adjusted to require the per-contract
delivery or receipt of the following: (A) 14 shares of Covisint Corporation ("COVS")
Common Stock; plus (B) approximately $1,038.06 cash (approximately $1,038.00 +
$0.06). The CPWR1 option symbol will remain CPWR1. Premiums and strike-price
amounts for the further adjusted CPWR1 options will continue to be calculated on the basis
of a multiplier of 100, i.e., for premium and strike-price extensions, 1.00 will equal $100.
Strike prices will remain the same. [Any FLEX series that may exist will be adjusted in a
similar manner to the standardized option.]
Questions regarding this memo can be addressed to Options Industry Services at 1-888-OPTIONS
(1-888-678-4667). CBOE contract adjustment memos can also be accessed from CBOE.com at the
following web address:
http://www.cboe.com/ContractAdjustments
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