Auction company 

The Hackett Group, Inc. Launches $120 Million Dutch Auction Takeover Bid

MIAMI–(BUSINESS WIRE)–The Hackett Group, Inc. (NASDAQ:HCKT) (“Hackett” or the “Company”), a leading benchmarking, research advisory and strategic advisory firm that enables organizations to ‘Achieving Digital World Class™ Performance, today announced that it has launched an amended “Dutch Auction” tender offer to purchase up to $120 million of its common stock at a price not to exceed $23.50 or less than $20.50 per share. The tender offer begins today, November 9, 2022, and will expire at midnight, New York time, end of day, December 8, 2022, unless extended or terminated by the Company.

A modified “Dutch auction” tender offer allows shareholders to indicate how many shares and at what price within the specified range they wish to offer their shares. Based on the number of shares tendered and the prices specified by the bidding shareholders, Hackett will determine the lowest price per share within the specified range that will allow it to purchase $120 million of common stock at that price, subject to subject to the terms of the public tender offer. All shares purchased under the tender offer will be purchased at the same price, which may be higher or lower than the market price immediately before or during the tender offer. If the tender offer is fully subscribed, then $120 million of common stock will be purchased, representing between 16.1% and 18.5% of Hackett’s outstanding common stock as of November 4, 2022, according to the purchase price payable in the offer. to offer. In addition, pursuant to Securities and Exchange Commission (“SEC”) rules, Hackett may increase the number of shares accepted as payment in the Offer by up to 2% of the outstanding common stock without modifying or expanding the ‘offer. On November 8, 2022, the last full trading day before the start of the offering, the reported closing price of Hackett 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 takeover bid. Accordingly, an election to accept the purchase price determined in the tender offer may lower the purchase price to below such closing price and could be below the declared closing price on the date expiration of the takeover bid. The tender offer will expire at midnight, New York time, end of business on December 8, 2022, unless extended or terminated by Hackett.

The tender offer is 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 takeover bid is not conditional on obtaining financing or a minimum number of shares tendered. The tender offer is, however, subject to a number of other terms and conditions described in the tender offer, the related cover letter and other tender offer documents, which will be sent to shareholders soon after the start of the tender offer.

Hackett’s board of directors has authorized the tender offer, but none of Hackett, its board members, dealer manager, information agent or depositary is making any recommendation to a shareholder as to whether to offer or refrain from offering shares of common stock or as to the price or prices at which shareholders may choose to offer their shares. Hackett has also not authorized anyone to make such a recommendation. Shareholders 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, Shareholders should consult their own financial and tax advisors and carefully read and evaluate the information contained in, or incorporated by reference into, the Offer to Purchase and the Letter of Transmittal, including the reasons for take-over bid.

The managing broker for the tender offer is BofA Securities, Inc. Georgeson LLC is serving as information agent for the tender offer and Computershare Trust Company, NA is serving as depositary for the tender offer. purchase.

Additional information regarding the tender offer

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell any securities. The tender offer will be made only pursuant to the offer to purchase, related cover letter and other tender offer documents, as they may be amended or supplemented. sometimes. Each of these documents is filed with the SEC, and shareholders may obtain a free copy of these documents at 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). Shareholders are urged to carefully read the Offer to Purchase, the related letter of transmittal and other tender offer documents, as they contain important information, including the terms and conditions of the tender offer. tender, which shareholders should consider before making any decision on the offer. . Questions regarding the tender offer may be directed to BofA Securities, Inc. at (888) 803-9655 or Georgeson LLC at (888) 680-1528 (toll free).

About Hackett Group, Inc.

The Hackett Group, Inc. (NASDAQ:HCKT) is a leading benchmarking, research advisory, and strategy consulting firm that enables organizations to achieve Digital World Class™ performance.

Backed by our unrivaled intellectual property from nearly 20,000 benchmark studies and our repository of Hackett-Certified® best practices from the world’s leading companies – 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 about The Hackett Group, Inc. is available at: www.thehackettgroup.com, [email protected]or by calling (770) 225-3600.

The Hackett Group, the quadrant logo, World Class Defined and Enabled, Quantum Leap, Digital World Class and Hackett Excelleration Matrix are registered trademarks 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 price of the tender offer, the sources and the availability financing of the tender offer and other terms and conditions of the tender offer. tender offer, which involve known and unknown risks, uncertainties and other factors that could cause actual results and other events to differ materially from those set forth in the forward-looking statements. Factors that could affect these 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 not completed on the terms described in this press release (including the price range and the number of shares of Hackett common stock that Hackett may purchase under the tender offer) or not 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 publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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