The Hackett Group, Inc. (NASDAQ: HCKT), a global
strategic advisory and operations improvement consulting firm,
today announced that it will commence a modified “Dutch auction”
tender offer to purchase up to $55 million in value of its common
stock par value $0.001 per share (“Common Stock”) on February 22,
2012. This would represent approximately 27 percent of its
outstanding common shares at the high end of the pricing range. The
Company intends to pay for the share repurchase from its existing
cash and cash equivalents balances which were approximately $33
million as of December 30, 2011 and with a new $50 million credit
facility.
"The tender offer reflects our continued commitment to enhancing
shareholder value and provides an attractive use of our capital
given Hackett's strong cash flow and current market valuation,"
commented Ted A. Fernandez, Chairman and Chief Executive Officer of
The Hackett Group. "We are very pleased that our cash balances and
new credit facility allow us to return capital to our shareholders
while providing continued flexibility to pursue our growth
initiatives. We continue to believe significant value exists in our
current operations through the execution of our long-term business
strategies."
Modified Dutch Auction Tender Offer
Hackett will offer to purchase up to $55 million in value of its
Common Stock at a price not greater than $5.00 nor less than $4.25
per share. 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. On February 17, 2012, the closing price of Common Stock was
$3.89 per share. The tender offer will commence tomorrow, February
22, 2012, and will expire at 5:00 p.m., New York City time, on
March 21, 2012, unless extended.
A modified “Dutch auction” tender offer allows stockholders to
indicate how much stock and at what price within the 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 $55 million in value of Common Stock at such price,
subject to the terms of the tender offer. All stock purchased in
the tender 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 tender offer is fully
subscribed, then $55 million in value of Common Stock at the
purchase price determined by Hackett will be purchased (subject to
Hackett’s above-referenced ability to increase such numbers of
shares), representing approximately 26.9 percent to 31.7 percent of
outstanding Common Stock as of February 17, 2012.
If, at the final purchase price, shares representing more than
$55 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 accepted pursuant to the
offer to purchase, Hackett will purchase stock tendered at or below
that price on a pro rata basis. The tender offer will not be
conditioned upon any minimum number of shares being tendered. The
tender offer will be, however, subject to certain conditions
described in the tender offer documents, which will be distributed
to stockholders on February 22, 2012. These documents will also
contain tendering instructions and a complete explanation of the
tender offer’s terms and conditions.
While Hackett’s Board of Directors has authorized the Company to
make the tender 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, when available, before making any
decision with respect to the tender offer, and should consult their
own financial and tax advisors.
The tender offer described in this release has not yet
commenced. 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 will only be made pursuant to the offer to purchase
and the other tender offer documents, which are expected to be
distributed to stockholders on February 22, 2012. A free copy of
the tender offer documents that will be filed by Hackett with the
SEC 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 tender offer,
at (877) 278-9672 (toll free). Stockholders are urged
to read these materials, when available, carefully prior to making
any decision with respect to the offer. Stockholders who have
questions may call BofA Merrill Lynch, the dealer-manager for the
tender offer, at (888) 803-9655, or Georgeson Inc., the
information agent for the tender offer, at (877) 278-9672
(toll free).
Additional Announcement
The Hackett Group, Inc. also stated that it was also separately
issuing its financial results for the fourth quarter and fiscal
year, which ended December 30, 2011.
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 offerings 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 strategic
business advisory and operations improvement consulting firm, is a
leader in best practice advisory, benchmarking, and transformation
consulting services including strategy and operations, working
capital management, and globalization advice. Utilizing best
practices and implementation insights from more than 7,500
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, Hackett offers working capital solutions focused on
delivering significant cash flow improvements. Through its
Archstone Consulting group, Hackett offers Strategy &
Operations consulting services in the Consumer and Industrial
Products, Pharmaceutical, Manufacturing and Financial Services
industry sectors. Through its Hackett Technology 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 2,800 major corporations and
government agencies, including 97% of the Dow Jones Industrials,
86% of the Fortune 100, 90% of the DAX 30 and 48% of the FTSE
100.
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