Tuesday January 25, 1:11 am Eastern Time
Company Press Release
Viasoft Disputes Compuware Claims
PHOENIX--(BUSINESS WIRE)--Jan. 24, 2000--Viasoft, Inc. (Nasdaq/NM:VIAS - news) announced that it received a letter today from Compuware Corporation (Nasdaq/NM:CPWR - news) claiming that Viasoft violated the recently-terminated Merger Agreement between the two companies and demanding $10 million in damages.
Viasoft Chairman, President and CEO, Steven D. Whiteman stated: ''There is absolutely no basis to support Compuware's claims that Viasoft violated our Merger Agreement. Viasoft fully complied with all of its obligations to Compuware and will vigorously defend against this frivolous and predatory claim.''
As previously announced, Viasoft and Compuware mutually agreed to terminate their Merger Agreement on January 18, 2000. Prior to that time, the parties had been involved in litigation brought by the Department of Justice (''DOJ'') to enjoin the proposed transaction on antitrust grounds.
In its letter today, Compuware alleged that Viasoft violated its obligations under the Merger Agreement to refrain from seeking alternative takeover proposals and, as a result, failed to use reasonable efforts to obtain regulatory approval and consummate the proposed transaction.
''Viasoft did not 'shop' the Company or commit any other violations of the Merger Agreement,'' said Mr. Whiteman. ''Compuware's claims, for which it has cited no evidence, are a transparent, predatory attempt to sow confusion and uncertainty among Viasoft customers, employees and investors and to distract Viasoft from continuing its business as a vigorous competitor in the marketplace.''
In addition, Viasoft is in the process of evaluating its own claims against Compuware arising out of these wrongful allegations and other conduct by Compuware. Mr. Whiteman continued: ''We are concerned that this action is the latest example of a pattern of conduct by Compuware, the effect of which is to interfere with Viasoft's business and competitive effectiveness. We are also evaluating whether Compuware complied with its obligations under the Merger Agreement, including its obligations to pursue settlement alternatives with the DOJ seriously and in good faith.''
''Viasoft hopes that Compuware chooses to abandon this unproductive and futile endeavor. However, the Viasoft Board is prepared to take necessary action to protect its shareholders' interests if Compuware does not withdraw these claims. Viasoft also believes that these actions, if continued, are an appropriate subject for investigation by regulatory authorities,'' Mr. Whiteman concluded.
biz.yahoo.com |
