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common stock were properly tendered and not properly withdrawn as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.
Modified Dutch Auction Tender Offer
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.
What Stockholders Need to Do Now
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).
Important Notice
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 solely 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.
Forward-Looking Statements
This press release contains “forward-looking statements” and
involves 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 business consulting and information technology industries, our
ability to attract and retain skilled employees, possible changes
in collections of accounts receivable due to the bankruptcy or
financial difficulties of our customers, 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 reports 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.
About The Hackett Group, Inc.
The Hackett Group, Inc. (NASDAQ: HCKT), a global strategies
business advisory and business transformation consulting firm, is a
leader in best practice advisory, benchmarking, and transformation
consulting services including strategy and operations, working
capital management, shared services and globalization advice.
Utilizing best practices and implementation insights from more than
8,500 benchmarking studies, executives use The Hackett Group’s
empirically-based approach to quickly define and implement
initiatives that enable world-class performance. Through its REL
group, The Hackett Group offers working capital solutions focused
on delivering significant cash flow improvements. Through its
Archstone Consulting group, The Hackett Group offers Strategy &
Operations consulting services in the Consumer and Industrial
Products, Pharmaceutical, Manufacturing and Financial Services
industry sectors. Through its Hackett ERP Solutions group, The
Hackett Group offers business application consulting services that
help maximize returns on IT investments. The Hackett Group has
completed benchmark studies with over 3,500 major corporations and
government agencies, including 97% of the Dow Jones Industrials,
84% of the Fortune 100, 87% of the DAX 30 and 48% of the FTSE
100.
The Hackett Group, Inc.Robert A. Ramirez, CFO,
307-375-8005rramirez@thehackettgroup.com
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