Compuware's Board will evaluate all aspects of the proposal in discussion with its financial and legal advisors
Elliott Management has offered $2.3bn to acquire performance management firm Compuware.
The hedge fund and activist investor, which already holds an 8% stake in Compuware, has offered $11 per share in cash for its remaining stock.
Elliott portfolio manager Jesse Cohn said that the firm believed in the quality of Compuware's assets and added that its execution, profitability and growth have meaningfully underperformed.
"As a result of Elliott's significant experience in the software sector and our deep public diligence into Compuware, we believe Elliott is uniquely situated to deliver maximum value to the company's stockholders," Cohn said.
Compuware's Board will evaluate all aspects of the proposal in discussion with its financial and legal advisors.
The current bid follows several changes at Compuware, including the announcement of the retirement of firm's executive chairman and co-founder Peter Karmanos in March 2013, and that the firm's Covisint subsidiary was planning to go public.
Compuware develops software for business mainframe computers as well as offering cloud software services.
Elliott said that it had been building a major stake in Compuware in a regulatory filing in November 2012, and the current offer has been aimed at representing a 25% premium on the share price prior to its interest shown by the filing.