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September 27, 2013
Miami, FL - September 27, 2013 - The Hackett Group, Inc. (NASDAQ: HCKT), a global strategic advisory and operations improvement consulting firm, today announced that it has amended its previously announced modified "Dutch auction" tender offer (as amended, the "Offer") to (1) increase the price range at which it will purchase its common stock to a range of not greater than $7.00 nor less than $6.50 per share and (2) decrease the dollar amount being sought in the Offer to $25 million in value of common stock. Previously, Hackett had offered to purchase up to $35.75 million in value of common stock at a purchase price of not greater than $6.50 nor less than $5.75 per share.
The Offer, which was previously scheduled to expire at 5:00 p.m., New York City time, on September 26, 2013, will be extended until 5:00 p.m., New York City time, on Tuesday, October 15, 2013.
Based on the preliminary count by Computershare Trust Company, the depositary for the Offer, approximately 603,000 shares of common stock were properly tendered and not properly withdrawn as of 5:00 p.m. on September 26, 2013.
A modified "Dutch auction" tender offer allows stockholders to indicate how much stock and at what price within the Offer range they wish to tender their stock. Based on the number of shares tendered and the prices specified by the tendering stockholders, Hackett will determine the lowest price per share that will enable it to purchase $25 million in value of common stock at such price, subject to the terms of the Offer. All stock purchased in the Offer will be purchased at the same price, even if the stockholder tendered at a lower price, so in some cases Hackett may purchase stock at a price above the price indicated by the stockholder tendering that stock. If the Offer is fully subscribed, then $25 million in value of common stock at the purchase price determined by Hackett will be purchased (subject to Hackett's ability to increase the number of shares purchased in the Offer as noted below), representing approximately 11.3 percent to 12.2 percent of outstanding common stock as of September 26, 2013. In accordance with the rules of the Securities and Exchange Commission ("SEC"), Hackett may increase the number of shares of stock accepted for payment in the offer by no more than 2 percent of the outstanding stock without amending or extending the Offer. The Offer will now expire at 5:00 p.m., New York City time, on October 15, 2013, unless further extended.
If, at the final purchase price, shares representing more than $25 million in value of common stock at the applicable purchase price (or such greater number of shares as Hackett may choose to purchase without amending or extending the Offer) are properly tendered, not properly withdrawn from, and are accepted pursuant to the Offer, Hackett will purchase stock tendered at or below that price on a pro rata basis. The Offer will not be conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to certain conditions described in the offer to purchase, which has previously been distributed to stockholders. Hackett will be distributing an amended letter of transmittal and related documents that will contain tendering instructions.
Hackett will be distributing an amended letter of transmittal and related documents to stockholders. Stockholders who have already tendered shares and indicated that they would be willing to sell their tendered shares to us at the final purchase price determined under the Offer and who do not wish to change that direction, do not need to take any further action. All previous tenders by stockholders who did not indicate that they would be willing to sell their shares at the final purchase price determined under the Offer have been invalidated. Therefore, such stockholders, and any other stockholders who wish to tender their shares in the Offer, must deliver an amended letter of transmittal to the depositary for the Offer on or prior to the expiration date.
While Hackett's Board of Directors has authorized the Company to make this amended Offer, neither Hackett nor its Board of Directors make any recommendation to any stockholder as to whether to tender or refrain from tendering any stock or as to the price or prices at which stockholders may choose to tender their stock. Hackett has not authorized any person to make any such recommendation. Stockholders must decide whether to tender their stock and, if so, how much stock to tender and at what price or prices. In doing so, stockholders should carefully evaluate all of the information in the tender offer documents, as amended, before making any decision with respect to the Offer, and should consult their own financial and tax advisors.
Stockholders who have questions may call Georgeson Inc., the information agent for the Offer, at (866) 628-6023 (toll free).
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of common stock. The solicitation and offer to buy common stock is being made soley pursuant to the offer to purchase, as amended, the amended letter of transmittal and the other tender offer documents, which are being distributed to stockholders. Hackett has previously distributed the offer to purchase to stockholders and will be distributing an amended letter of transmittal, an amended notice of guaranteed delivery and related documents. These documents will be filed as exhibits to Hackett's tender offer statement on Schedule TO, as amended, which was originally filed with the SEC on August 28, 2013. A free copy of these documents may be obtained when filed from the SEC's website at www.sec.gov or from Hackett's website at www.thehackettgroup.com, or by calling Georgeson Inc., the information agent for the Offer, at (866) 628-6023 (toll free). Stockholders are urged to read these materials carefully prior to making any decision with respect to the Offer.
The Hackett Group (NASDAQ: HCKT) is an intellectual property-based strategic consultancy and leading enterprise benchmarking and best practices implementation firm to global companies, offering digital transformation and enterprise application approaches including a class="seclude" href="/capabilities/solutions/digital-operations/robotic-process-automation/">robotic process automation and cloud computing. Services include business transformation, enterprise performance management, working capital management and global business services. The Hackett Group also provides dedicated expertise in business strategy, operations, finance, human capital management, strategic sourcing, procurement and information technology, including its award-winning Oracle EPM and SAP practices.
The Hackett Group has completed more than 13,000 benchmarking studies with major corporations and government agencies, including 93% of the Dow Jones Industrials, 87% of the Fortune 100, 87% of the DAX 30 and 58% of the FTSE 100. These studies drive its Best Practice Intelligence Center™ which includes the firm's benchmarking metrics, best practices repository and best practice configuration guides and process flows, which enable The Hackett Group's clients and partners to achieve world-class performance.
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties and other factors that may cause The Hackett Group's actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. Factors that impact such forward-looking statements include, among others, the ability of our products, services, or practices mentioned in this release to deliver the desired effect, our ability to effectively integrate acquisitions into our operations, our ability to retain existing business, our ability to attract additional business, our ability to effectively market and sell our product offerings and other services, the timing of projects and the potential for contract cancellations by our customers, changes in expectations regarding the information technology industry, our ability to attract and retain skilled employees, possible changes in collections of accounts receivable, risks of competition, price and margin trends, foreign currency fluctuations, changes in general economic conditions and interest rates as well as other risks detailed in our Company's Annual Report on Form 10-K for the most recent fiscal year filed with the Securities and Exchange Commission. 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.