The Hackett Group, Inc. (NASDAQ: HCKT) (“Hackett” or the
“Company”), a leading benchmarking, research advisory and strategic
consultancy firm that enables organizations to achieve Digital
World Class™ performance, today announced that it has commenced a
modified “Dutch auction” tender offer to purchase up to $120
million in value of its common stock at a price not greater than
$23.50 nor less than $20.50 per share. The tender offer begins
today, November 9, 2022, and will expire at 12:00 midnight, New
York City time, at the end of the day on December 8, 2022, unless
extended or terminated by the Company.
A modified “Dutch auction” tender offer allows stockholders to
indicate how many shares and at what price within the specified
range they wish to tender their shares. Based on the number of
shares tendered and the prices specified by the tendering
stockholders, Hackett will determine the lowest price per share
within the specified range that will enable it to purchase $120
million in value of common stock at such price, subject to the
terms of the tender offer. All shares purchased in the tender offer
will be purchased at the same price, which may be higher or lower
than the market price immediately prior to or during the tender
offer. If the tender offer is fully subscribed, then $120 million
in value of common stock will be purchased, representing between
16.1% to 18.5% of Hackett’s outstanding shares of common stock as
of November 4, 2022, depending on the purchase price payable in the
tender offer. In addition, in accordance with the rules of the
Securities and Exchange Commission (“SEC”), Hackett may increase
the number of shares accepted for payment in the offer by no more
than 2% of the outstanding shares of common stock without amending
or extending the offer. On November 8, 2022, the last full trading
day prior to the commencement of the offer, the reported closing
price of Hackett’s common stock on the Nasdaq Stock Market was
$20.82 per share, which is above the $20.50 per share lower end of
the price range for the tender offer. Accordingly, an election to
accept the purchase price determined in the tender offer may lower
the purchase price to a price below such closing price and could be
below the reported closing price on the expiration date of the
tender offer. The tender offer will expire at 12:00 midnight, New
York City time, at the end of the day on December 8, 2022, unless
extended or terminated by Hackett.
The tender offer is being made pursuant to the Company’s share
repurchase authorization, which has been increased by $120 million.
The Company intends to pay for the share repurchase with a
combination of cash on hand and cash borrowed under a new $100
million credit facility. The tender offer is not conditioned upon
the receipt of any financing or any minimum number of shares being
tendered. The tender offer is, however, subject to a number of
other terms and conditions described in the offer to purchase, the
related letter of transmittal and other tender offer materials,
which will be sent to stockholders promptly after commencement of
the tender offer.
Hackett’s board of directors has authorized the tender offer,
but none of Hackett, the members of its board of directors, the
dealer manager, the information agent or the depositary makes any
recommendation to any stockholder as to whether to tender or
refrain from tendering any shares of common stock or as to the
price or prices at which stockholders may choose to tender their
shares. Hackett has also not authorized any person to make any such
recommendation. Stockholders must make their own decision as to
whether to tender their shares and, if so, how many shares to
tender and the price or prices at which they will tender their
shares. In doing so, stockholders should consult their own
financial and tax advisors and read carefully and evaluate the
information in, or incorporated by reference in, the offer to
purchase and in the letter of transmittal, including the reasons
for the tender offer.
The dealer manager for the tender offer is BofA Securities, Inc.
Georgeson LLC is serving as information agent for the tender offer,
and Computershare Trust Company, N.A. is serving as the depositary
for the tender offer.
Additional Information Regarding the Tender Offer
This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any
security. The tender offer will only be made pursuant to the offer
to purchase, the related letter of transmittal and the other tender
offer materials, as they may be amended or supplemented from time
to time. Each of these documents is being filed with the SEC, and
stockholders may obtain a free copy of these documents from the
SEC’s website at www.sec.gov or by calling Georgeson LLC, the
information agent for the tender offer, at (888) 680-1528 (toll
free). Stockholders are urged to read carefully the offer to
purchase, the related letter of transmittal and other tender offer
materials because they contain important information, including the
terms and conditions of the tender offer, that stockholders should
consider before making any decision with respect to the offer.
Questions regarding the tender offer may be directed to BofA
Securities, Inc. at (888) 803-9655 or to Georgeson LLC at (888)
680-1528 (toll free).
About The Hackett Group, Inc.
The Hackett Group, Inc. (NASDAQ: HCKT) is a leading
benchmarking, research advisory and strategic consultancy firm that
enables organizations to achieve Digital World Class™
performance.
Drawing upon our unparalleled intellectual property from nearly
20,000 benchmark studies and our Hackett-Certified® best practices
repository from the world’s leading businesses – including 97% of
the Dow Jones Industrials, 94% of the Fortune 100, 70% of the DAX
30 and 51% of the FTSE 100 – captured through our leading
benchmarking platform, Quantum Leap® and our Digital Transformation
Platform, we accelerate digital transformations, including
enterprise cloud implementations.
More information on The Hackett Group, Inc. is available at:
www.thehackettgroup.com, info@thehackettgroup.com, or by calling (770)
225-3600.
The Hackett Group, quadrant logo, World Class Defined and
Enabled, Quantum Leap, Digital World Class and Hackett
Excelleration Matrix are the registered marks of The Hackett
Group.
Forward-Looking Statements
This press release contains “forward-looking statements,”
including statements regarding the expiration and closing of the
tender offer, the amount and the pricing of the tender offer,
sources and availability of funding for the tender offer, and other
terms and conditions of the tender offer, that involve known and
unknown risks, uncertainties and other factors that may cause
actual results and other events to be materially different from
those in the forward-looking statements. Factors that could impact
such forward-looking statements include, among others, the impact
of stock price volatility on the tender offer, the risk that the
tender offer will not be completed on the terms described in this
press release (including the price range and number of shares of
Hackett common stock that Hackett may purchase pursuant to the
tender offer) or at all, developments or changes in general
economic or market conditions, developments or changes in the
securities markets, developments or changes in our business,
financial condition or cash flows, as well as other risks detailed
in our Annual Report on Form 10-K for the most recent fiscal year
as filed with the SEC. We undertake no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, except as required
by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20221109005416/en/
Robert A. Ramirez, CFO, 305-375-8005 or
rramirez@thehackettgroup.com
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