UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
| The Hackett Group, Inc. |
(Name Of Subject Company (Issuer) And Filing Person (Offeror))
| Common Shares, par value $0.001 per share |
(Title of Class of Securities)
| 404609109 |
(CUSIP Number of Common Stock)
| Frank A. Zomerfeld, Esq. General Counsel 1001 Brickell Bay Drive, Suite 3000 Miami, Florida 33131 (305) 375-8005 |
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With a copy to:
| John B. Beckman, Esq. Hogan Lovells US LLP 555 Thirteenth Street, NW Washington, DC 20004 (202) 637-5600 |
CALCULATION OF FILING FEE
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| Transaction Valuation* | Amount Of Filing Fee** | |
| Not applicable | Not applicable | |
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| * | A filing fee is not required with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. |
| ¨ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: N/A | Filing Party: N/A | |
| Form or Registration No.: N/A | Date Filed: N/A |
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
| Item 12 | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release announcing the intention of The Hackett Group, Inc. (the “Company”) to conduct a modified Dutch Auction tender offer, dated February 21, 2012. | |
| 99.2 | Press Release announcing the Company’s consolidated financial results for the fourth fiscal quarter of 2011, dated February 21, 2012 (incorporated by reference to Hackett’s Form 8-K dated February 21, 2012). | |
INDEX OF EXHIBITS
| Exhibit |
Description | |
| 99.1 | Press Release announcing the intention of The Hackett Group, Inc. (the “Company”) to conduct a modified Dutch Auction tender offer, dated February 21, 2012. | |
| 99.2 | Press Release announcing the Company’s consolidated financial results for the fourth fiscal quarter of 2011, dated February 21, 2012 (incorporated by reference to Hackett’s Form 8-K dated February 21, 2012). | |
Exhibit 99.1
| 1001 Brickell Bay Drive, Suite 3000 Miami, FL 33131 Telephone (305) 375-8005 www.thehackettgroup.com | ||
| Contact:
Robert A. Ramirez, CFO, 305-375-8005 or rramirez@thehackettgroup.com |
||
THE HACKETT GROUP, INC. ANNOUNCES $55 MILLION
DUTCH AUCTION TENDER OFFER
MIAMI, FL – February 21, 2012 – 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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