UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
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 Class of Securities)
Frank A. Zomerfeld, Esq.
General Counsel
1001 Brickell Bay Drive, Suite 3000
Miami, Florida 33131
(305) 375-8055
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Persons)
With a copy to:
John B. Beckman, Esq.
Hogan Lovells US LLP
555 Thirteenth Street, NW
Washington, District of Columbia 20004
(202) 637-5600
CALCULATION OF FILING FEE
Transaction valuation* | Amount of filing fee** | |
$25,000,000 | $3,410.00 | |
* | The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $25,000,000 in aggregate of up to 3,846,154 shares of common stock, $0.001 par value, at the minimum tender offer price of $6.50 per share. |
** | Previously paid. The amount of the filing fee previously paid at the time of filing the initial Schedule TO was $4,876.30. The reduced filing fee noted herein results from a reduction in the transaction value. The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2013, equals $136.40 per million dollars of the value of the transaction. |
¨ | 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 of Registration No.: N/A | Date Filed: N/A |
¨ | 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) |
SCHEDULE TO
The purpose of this Amendment No. 1 (this Amendment) is to amend and supplement the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the SEC) by The Hackett Group, Inc., a Florida corporation (Hackett or the Company), on August 28, 2013 (the Schedule TO), in connection with the Companys offer to purchase up to $35.75 million in value of the shares of its common stock, $0.001 par value per share (the Shares), at a price not greater than $6.50 nor less than $5.75 per Share, to the seller in cash, less any applicable withholding taxes and without interest. The Companys offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 28, 2013 (the Offer to Purchase), a copy of which was filed as Exhibit (a)(1)(i) to the Schedule TO, and in the Letter of Transmittal (the Letter of Transmittal), a copy of which was filed as Exhibit (a)(1)(ii) to the Schedule TO, which, as they may be amended or supplemented from time to time, constitute the Tender Offer.
The purpose of this Amendment is to amend the Tender Offer as described in the press release issued by the Company on September 27, 2013 filed herewith as Exhibit (a)(5)(v), to (1) increase the price range at which the Company will purchase the Shares pursuant to the Tender Offer, 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 Tender Offer from up to $35.75 million to up to $25 million in value of Shares. The Company also has extended the expiration date of the Tender Offer to 5:00 p.m., New York City time, on Tuesday, October 15, 2013. The closing price of the Shares on September 26, 2013, the last full trading day preceding the filing of this Amendment, on the NASDAQ Global Market was $6.86.
Except as specifically provided herein, the information contained in the Schedule TO and the Offer to Purchase remains unchanged and this Amendment does not modify any of the information previously reported on the Schedule TO. This Amendment should be read in conjunction with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
Amendments to Offer to Purchase and Items 1 through 9 and Item 11 of Schedule TO
This Amendment is being filed to amend the Tender Offer as follows:
| all references in the Offer to Purchase and in the related Tender Offer documents to the aggregate dollar amount sought in the Tender Offer now mean an aggregate dollar amount of up to $25.0 million in value of Shares; |
| all references in the Offer to Purchase and in the related Tender Offer documents to the price range for the Tender Offer or the price at which the Company is offering to purchase Shares now mean a price of not greater than $7.00 nor less than $6.50 per Share; |
| all references to the Expiration Date in the Offer to Purchase and in the related Tender Offer documents now mean 5:00 p.m., New York City time, on Tuesday, October 15, 2013 (previously, the Tender Offer was scheduled to expire on Thursday, September 26, 2013); |
| all references in the Offer to Purchase to the minimum purchase price in the Tender Offer (previously $5.75 per Share) now mean a minimum price of $6.50 per Share; |
| all references in the Offer to Purchase to the maximum purchase price in the Tender Offer (previously $6.50 per Share) now mean a maximum price of $7.00 per Share; |
| all references in the Offer to Purchase to the approximate number of Shares to be purchased under the Tender Offer, if the Tender Offer is fully subscribed and the Purchase Price is determined to be $6.50, now mean 3,846,154 (and such number of Shares represents approximately 12.17% of the total number of Shares outstanding as of August 15, 2013); |
| all references in the Offer to Purchase to the approximate number of Shares to be purchased under the Tender Offer, if the Tender Offer is fully subscribed and the Purchase Price is determined to be $7.00, now mean 3,571,429 (and such number of Shares represents approximately 11.30% of the total number of Shares outstanding as of August 15, 2013); |
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| all references in the Offer to Purchase to the expected maximum aggregate cost of the Tender Offer, including all fees and expenses of the Tender Offer, are revised to be approximately $25.6 million; and |
| all references in the Offer to Purchase to the Letter of Transmittal are revised to be the Amended Letter of Transmittal, and all references to the Notice of Guaranteed Delivery are now to the Amended Notice of Guaranteed Delivery. |
Item 8. | Interest in Securities of the Subject Company |
(b) The information set forth in the Offer to Purchase under Section 11 Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares Securities Transactions is supplemented by adding under the paragraph thereunder a new paragraph as follows:
On September 4, 2013, David N. Dungan, our Vice Chairman and Chief Operating Officer and a member of our board of directors, disposed of 75,000 of his outstanding Shares, which were gifted for no consideration (other than customary tax benefits) to Fidelity Charitable Gift Fund.
Item 11. | Additional Information |
(b) The information set forth in the Offer to Purchase under Section 10 Certain Information Concerning Us Incorporation by Reference is supplemented by adding to the end of the third line item (Current Reports on Form 8-K) thereunder an additional date as follows:
August 29, 2013.
Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits to the exhibit index:
(a)(1)(vi) | Amended Letter of Transmittal (including IRS Form W-9 and Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9). | |
(a)(1)(vii) | Amended Notice of Guaranteed Delivery. | |
(a)(1)(viii) | Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees, dated September 27, 2013. | |
(a)(1)(ix) | Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees, dated September 27, 2013. | |
(a)(5)(iv) | Letter to Stockholders from the Chairman and Chief Executive Officer of the Company, dated September 27, 2013. | |
(a)(5)(v) | Press Release issued by The Hackett Group, Inc. on September 27, 2013. |
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.
THE HACKETT GROUP, INC. | ||||||
By: | /s/ Frank A. Zomerfeld | |||||
Name: | Frank A. Zomerfeld | |||||
Title: | General Counsel and Secretary |
Date: September 27, 2013
5
EXHIBIT INDEX
(a)(1)(i) | Offer to Purchase, dated August 28, 2013.* | |
(a)(1)(ii) | Form of Letter of Transmittal (including IRS Form W-9 and Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).* | |
(a)(1)(iii) | Notice of Guaranteed Delivery.* | |
(a)(1)(iv) | Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.* | |
(a)(1)(v) | Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.* | |
(a)(1)(vi) | Amended Letter of Transmittal (including IRS Form W-9 and Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9). | |
(a)(1)(vii) | Amended Notice of Guaranteed Delivery. | |
(a)(1)(viii) | Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees, dated September 27, 2013. | |
(a)(1)(ix) | Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees, dated September 27, 2013. | |
(a)(2) | Not applicable. | |
(a)(3) | Not applicable. | |
(a)(4) | Not applicable. | |
(a)(5)(i) | Press Release announcing the commencement of a modified Dutch Auction tender offer by The Hackett Group, Inc. (the Company), dated August 28, 2013.* | |
(a)(5)(ii) | Press Release announcing the intention of the Company to conduct a modified Dutch Auction tender offer, dated August 6, 2013 (incorporated herein by reference to Hacketts Tender Offer Statement on Schedule TO-C dated August 7, 2013).* | |
(a)(5)(iii) | Summary Advertisement, dated August 28, 2013.* | |
(a)(5)(iv) | Letter to Stockholders from the Chairman and Chief Executive Officer of the Company, dated September 27, 2013. | |
(a)(5)(v) | Press Release issued by The Hackett Group, Inc. on September 27, 2013. | |
(b) | Amended and Restated Credit Agreement, dated August 27, 2013, among The Hackett Group, Inc., the material domestic subsidiaries of Hackett named on the signature pages thereto and Bank of America, N.A., as lender.* | |
(d)(1) | Hacketts 1998 Stock Option and Incentive Plan (incorporated herein by reference to Hacketts Registration Statement on Form S-8 (333-64542)). | |
(d)(2) | Amendment to Hacketts 1998 Stock Option and Incentive Plan (incorporated herein by reference to Hacketts Form 10-K for the year ended December 28, 2001). | |
(d)(3) | Hacketts Employee Stock Purchase Plan, as amended (incorporated herein by reference to Hacketts Registration Statement on Form S-8 (333-108640)). | |
(d)(4) | Form of Employment Agreement entered into between The Hackett Group, Inc. and Ted A. Fernandez (incorporated herein by reference to Hacketts Registration Statement on Form S-1 (333-48123)). |
6
(d)(5) | Form of Employment Agreement entered into between The Hackett Group, Inc. and David N. Dungan (incorporated herein by reference to Hacketts Form 10-K for the year ended December 28, 2001). | |
(d)(6) | Amendment to Employment Agreement between The Hackett Group, Inc. and Ted A. Fernandez (incorporated herein by reference to Hacketts Form 10-Q dated November 10, 2004). | |
(d)(7) | Amendment to Employment Agreement between The Hackett Group, Inc. and David N. Dungan (incorporated herein by reference to Hacketts Form 10-Q dated November 10, 2004). | |
(d)(8) | Employment Agreement dated August 1, 2007 between The Hackett Group, Inc. and Robert A. Ramirez (incorporated herein by reference to Hacketts Form 10-Q dated July 31, 2007). | |
(d)(9) | Third Amendment to Employment Agreement between The Hackett Group, Inc. and Ted A. Fernandez (incorporated herein by reference to Hacketts Form 8-K dated January 2, 2009). | |
(d)(10) | Third Amendment to Employment Agreement between The Hackett Group, Inc. and David N. Dungan (incorporated herein by reference to Hacketts Form 8-K dated January 2, 2009). | |
(d)(11) | Stock Appreciation Right Agreement dated March 11, 2013 between The Hackett Group, Inc. and Ted A. Fernandez (incorporated herein by reference to Hacketts Form 10-K for the year ended December 28, 2012). | |
(d)(12) | Stock Appreciation Right Agreement dated March 11, 2013 between The Hackett Group, Inc. and David N. Dungan (incorporated herein by reference to Hacketts Form 10-K for the year ended December 28, 2012). | |
(g) | Not applicable. | |
(h) | Not applicable. |
* | Previously filed with the Schedule TO filed August 28, 2013. |
Exhibit (a)(1)(vi)
Amended Letter of Transmittal
For Tender of Shares of Common Stock of
The Hackett Group, Inc.
At a Purchase Price Not Greater than $7.00 per Share
Nor Less than $6.50 per Share
Pursuant to the Offer to Purchase Dated August 28, 2013, as Amended
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 15, 2013, UNLESS THE OFFER IS EXTENDED.
|
THIS FORM SHOULD BE COMPLETED, SIGNED AND SENT TOGETHER WITH ALL OTHER DOCUMENTS, INCLUDING YOUR CERTIFICATES FOR SHARES OF COMMON STOCK, TO COMPUTERSHARE TRUST COMPANY, N.A. (THE DEPOSITARY) AT ONE OF THE ADDRESSES SET FORTH BELOW. DELIVERY OF THIS AMENDED LETTER OF TRANSMITTAL (THIS LETTER OF TRANSMITTAL) OR OTHER DOCUMENTS TO AN ADDRESS OTHER THAN AS SET FORTH BELOW DOES NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE HACKETT GROUP, INC. (HACKETT) OR GEORGESON INC. (THE INFORMATION AGENT) WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE DEPOSITORY TRUST COMPANY WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.
The Depositary for the Offer is:
By Mail: | By Express or Overnight Delivery: | |
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions PO Box 43011 Providence, RI 02940-3011 |
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 250 Royall Street, Suite V Canton, MA 02021 |
DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4) . Attach separate schedule if needed | ||||||||
Name(s) and Address(es) of
Registered Holder(s) (Please fill in exactly as name(s) appear(s) on certificate(s))
|
Shares Tendered (Attach additional list if necessary)
| |||||||
Certificate Number(s)* |
Number of Shares Represented by Certificate(s)* |
Total Number of Shares Represented by Book Entry (electronic form) Tendered |
Number of Shares Tendered** | |||||
Total Shares |
* | Need not be completed if transfer is to be made by book-entry transfer. |
** | Unless a lower number of Shares to be tendered is otherwise indicated, it will be assumed that all Shares described above are being tendered. See Instruction 4. |
VOLUNTARY CORPORATE ACTIONS COY: ANSR
READ THE INSTRUCTIONS CAREFULLY BEFORE
COMPLETING THIS LETTER OF TRANSMITTAL.
Indicate below the order (by certificate number) in which Shares are to be purchased in the event of proration (attach additional signed list if necessary). If you do not designate an order and if less than all Shares tendered are purchased due to proration, Shares will be selected for purchase by the Depositary. See Instruction 15.
| ||||||||||
1st: |
2nd: | 3rd: | ||||||||
4th: |
5th: | |||||||||
q Lost Certificates. I have lost my certificate(s) for Shares and I require assistance in replacing the Shares (See Instruction 13). |
VOLUNTARY CORPORATE ACTIONS COY: ANSR
YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND
COMPLETE THE IRS FORM W-9 PROVIDED BELOW OR APPROPRIATE IRS FORM W-8.
This Letter of Transmittal is to be used either if certificates for shares of common stock, $0.001 par value per share (the Shares), being tendered are to be forwarded with this Letter of Transmittal or, unless an Agents Message (defined below) is utilized, if delivery of Shares is to be made by book-entry transfer to an account maintained by the Depositary at The Depository Trust Company, which is referred to as the Book-Entry Transfer Facility, pursuant to the procedures set forth in Section 3 of the Offer to Purchase dated August 28, 2013 (as it may be amended or supplemented from time to time, the Offer to Purchase). Tendering stockholders must deliver either the certificates for, or timely confirmation of book-entry transfer in accordance with the procedures described in Section 3 of the Offer to Purchase with respect to, their Shares and all other documents required by this Letter of Transmittal to the Depositary by 5:00 p.m., New York City time, on October 15, 2013 (as this time may be extended at any time or from time to time by Hackett in its sole discretion in accordance with the terms of the Offer, the Expiration Date). Tendering stockholders whose certificates for Shares are not immediately available or who cannot deliver either the certificates for, or timely confirmation of book-entry in accordance with the procedures described in Section 3 of the Offer to Purchase with respect to, their Shares and all other documents required by this Letter of Transmittal to the Depositary by the time provided immediately above must tender their Shares in accordance with the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. All capitalized terms not otherwise defined herein have the meaning ascribed to them in the Offer to Purchase.
Your attention is directed in particular to the following:
1. If you want to retain the Shares you own, you do not need to take any action.
2. If you want to participate in the Offer and wish to maximize the chance that Hackett will accept for payment all of the Shares you are tendering by this Letter of Transmittal, you should check the box marked Shares Tendered At Price Determined Under The Offer below and complete the other portions of this Letter of Transmittal as appropriate. You should understand that this election may effectively lower the Final Purchase Price and could result in your Shares being purchased at the minimum price of $6.50 per Share.
3. If you wish to select a specific price at which you will be tendering your Shares, you should select one of the boxes in the section captioned Shares Tendered At Price Determined By Stockholder below and complete the other portions of this Letter of Transmittal as appropriate.
VOLUNTARY CORPORATE ACTIONS COY: ANSR
METHOD OF DELIVERY
¨ | CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE ENCLOSED HEREWITH. |
¨ | CHECK HERE IF CERTIFICATES FOR TENDERED SHARES HAVE BEEN PREVIOUSLY DELIVERED TO THE DEPOSITARY. |
¨ | CHECK HERE IF TENDERED SHARES ARE OR HAVE BEEN DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER): |
Name of Tendering Institution: | ||
Account Number: | ||
Transaction Code Number: |
¨ | CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES OUTLINED IN SECTION 3 OF THE OFFER TO PURCHASE AND COMPLETE THE FOLLOWING: |
Name(s) of Registered Owner(s): | ||
Date of Execution of Notice of Guaranteed Delivery: | ||
Name of Institution that Guaranteed Delivery: | ||
Account Number: |
VOLUNTARY CORPORATE ACTIONS COY: ANSR
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(See Instruction 5)
THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX UNDER (1) OR (2) BELOW).
1. | SHARES TENDERED AT PRICE DETERMINED UNDER THE OFFER |
By checking the box below INSTEAD OF ONE OF THE BOXES UNDER Shares Tendered At Price Determined By Stockholder, the undersigned hereby tenders Shares at the purchase price as shall be determined by Hackett in accordance with the terms of the Offer.
¨ | The undersigned wants to maximize the chance that Hackett will accept for payment all of the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes below, the undersigned hereby tenders Shares at, and is willing to accept, the purchase price determined by Hackett in accordance with the terms of the Offer. The undersigned understands that this action will result in the undersigneds Shares being deemed to be tendered at the minimum price of $6.50 per Share for purposes of determining the Final Purchase Price. This may effectively lower the Final Purchase Price and could result in the undersigned receiving a per Share price as low as $6.50. |
2. | SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER |
By checking ONE of the following boxes INSTEAD OF THE BOX UNDER Shares Tendered At Price Determined Under The Offer, the undersigned hereby tenders Shares at the price checked. The undersigned understands that this action could result in Hackett purchasing none of the Shares tendered hereby if the purchase price determined by Hackett for the Shares is less than the price checked below.
¨ $6.50 |
¨ $6.70 | ¨ $6.90 | ||||
¨ $6.55 |
¨ $6.75 | ¨ $6.95 | ||||
¨ $6.60 |
¨ $6.80 | ¨ $7.00 | ||||
¨ $6.65 |
¨ $6.85 | |||||
CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, THERE IS NO VALID TENDER OF SHARES.
A STOCKHOLDER DESIRING TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED. THE SAME SHARES CANNOT BE TENDERED, UNLESS PREVIOUSLY PROPERLY WITHDRAWN AS PROVIDED IN SECTION 4 OF THE OFFER TO PURCHASE, AT MORE THAN ONE PRICE.
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CONDITIONAL TENDER
(See Instruction 14)
A stockholder may tender Shares subject to the condition that a specified minimum number of the stockholders Shares tendered pursuant to the Letter of Transmittal must be purchased if any Shares tendered are purchased, all as described in the Offer to Purchase, particularly in Section 6 of the Offer to Purchase. Unless at least the minimum number of Shares indicated below is purchased by Hackett pursuant to the terms of the Offer, none of the Shares tendered will be purchased. It is the tendering stockholders responsibility to calculate that minimum number of Shares that must be purchased if any are purchased, and Hackett urges stockholders to consult their own tax advisors before completing this section. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.
¨ | The minimum number of Shares that must be purchased, if any are purchased, is: Shares. |
If, because of proration, the minimum number of Shares designated will not be purchased, Hackett may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her Shares and checked this box:
¨ | The tendered Shares represent all Shares held by the undersigned. |
VOLUNTARY CORPORATE ACTIONS COY: ANSR
LOST OR DESTROYED CERTIFICATE(S)
IF ANY STOCK CERTIFICATE REPRESENTING SHARES THAT YOU OWN HAS BEEN LOST, STOLEN OR DESTROYED, PLEASE CONTACT THE DEPOSITARY AT (781) 575-2879 OR TOLL FREE AT (877) 373-6374 PROMPTLY TO OBTAIN INSTRUCTIONS AS TO THE STEPS THAT MUST BE TAKEN IN ORDER TO REPLACE THE CERTIFICATE. THIS LETTER OF TRANSMITTAL AND RELATED DOCUMENTS CANNOT BE PROCESSED UNTIL THE PROCEDURES FOR REPLACING LOST OR DESTROYED CERTIFICATES HAVE BEEN FOLLOWED. PLEASE CONTACT THE DEPOSITARY IMMEDIATELY TO PERMIT TIMELY PROCESSING OF THE REPLACEMENT DOCUMENTATION. SEE INSTRUCTION 13.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
VOLUNTARY CORPORATE ACTIONS COY: ANSR
To Computershare Trust Company, N.A.:
The undersigned hereby tenders to The Hackett Group, Inc., a Florida corporation (Hackett), the above-described shares of Hacketts common stock, $0.001 par value per share (the Shares), at the price per Share indicated in this Letter of Transmittal, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in Hacketts Offer to Purchase dated August 28, 2013 (as amended or supplemented from time to time, the Offer to Purchase) and this Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the Offer), receipt of which is hereby acknowledged.
Subject to and effective on acceptance for payment of, and payment for, the Shares tendered with this Letter of Transmittal in accordance with, and subject to, the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Hackett, all right, title and interest in and to all the Shares that are being tendered and irrevocably constitutes and appoints Computershare Trust Company, N.A. (the Depositary), the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigneds rights with respect to such tendered Shares, to (a) deliver certificates for such tendered Shares or transfer ownership of such tendered Shares on the account books maintained by The Depository Trust Company (the Book-Entry Transfer Facility), together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, Hackett upon receipt by the Depositary, as the undersigneds agent, of the aggregate purchase price with respect to such tendered Shares, (b) present such tendered Shares for cancellation and transfer on Hacketts books and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such tendered Shares, all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the tendered Shares and, when the same are accepted for payment, Hackett will acquire good title thereto, free and clear of all liens, security interests, restrictions, charges, claims, encumbrances, conditional sales agreements or other similar obligations relating to the sale or transfer of the tendered Shares, and the same will not be subject to any adverse claim or right. The undersigned will, on request by the Depositary or Hackett, execute any additional documents deemed by the Depositary or Hackett to be necessary or desirable to complete the sale, assignment and transfer of the tendered Shares (and any and all such other Shares or other securities or rights), all in accordance with the terms of the Offer.
All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that:
1. the valid tender of Shares pursuant to any of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal constitutes the undersigneds acceptance of the terms and conditions of the Offer; Hacketts acceptance of the tendered Shares will constitute a binding agreement between the undersigned and Hackett on the terms and subject to the conditions of the Offer;
2. it is a violation of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, for a person acting alone or in concert with others, directly or indirectly, to tender Shares for such persons own account unless at the time of tender and at the Expiration Date such person has a net long position in (a) the Shares that is equal to or greater than the amount tendered and will deliver or cause to be delivered such Shares for the purpose of tender to Hackett within the period specified in the Offer, or (b) other securities immediately convertible into, exercisable for or exchangeable into Shares (Equivalent Securities) that is equal to or greater than the amount tendered and, upon the acceptance of such tender, will acquire such Shares by conversion,
VOLUNTARY CORPORATE ACTIONS COY: ANSR
exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such Shares so acquired for the purpose of tender to Hackett within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of Shares made pursuant to any method of delivery set forth in this Letter of Transmittal will constitute the tendering stockholders representation and warranty to Hackett that (y) such stockholder has a net long position in Shares or Equivalent Securities being tendered within the meaning of Rule 14e-4, and (z) such tender of Shares complies with Rule 14e-4. Hacketts acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and Hackett upon the terms and subject to the conditions of the Offer;
3. Hackett will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (the Final Purchase Price), not greater than $7.00 nor less than $6.50 per Share, to the seller in cash, less any applicable withholding taxes and without interest, that it will pay for Shares properly tendered, not properly withdrawn from and accepted pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders;
4. the Final Purchase Price will be the lowest single purchase price, not greater than $7.00 nor less than $6.50 per Share, that will allow us to purchase $25.0 million in value of Shares, or a lower amount depending on the number of Shares properly tendered, not properly withdrawn from and accepted pursuant to the Offer;
5. Hackett reserves the right, in its sole discretion, to increase or decrease the per Share purchase price and to increase or decrease the value of Shares sought in the Offer. In accordance with the rules of the SEC, we may increase the number of Shares accepted for payment in the Offer by no more than 2% of the outstanding Shares without amending or extending the Offer;
6. all Shares properly tendered prior to the Expiration Date at or below the Final Purchase Price and not properly withdrawn will be purchased in the Offer at the Final Purchase Price, upon the terms and subject to the conditions of the Offer, including the proration (because more than the number of Shares sought are properly tendered) and conditional tender provisions described in the Offer to Purchase;
7. Hackett will return at its expense all Shares it does not purchase, including Shares tendered at prices greater than the Final Purchase Price and not properly withdrawn and Shares not purchased because of proration or conditional tenders, promptly following the Expiration Date;
8. under the circumstances set forth in the Offer to Purchase, Hackett expressly reserves the right, in its sole discretion, to terminate the Offer at any time and from time to time, upon the occurrence of any of the events set forth in Section 7 of the Offer to Purchase and to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. During any such extension, all Shares previously properly tendered, not properly withdrawn from and accepted pursuant to the Offer will remain subject to the Offer and to the rights of a tendering stockholder to withdraw such stockholders Shares;
9. stockholders who cannot deliver their certificates and all other required documents to the Depositary or complete the procedures for book-entry transfer prior to the Expiration Date may tender their Shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase;
10. Hackett has advised the undersigned to consult with the undersigneds own advisors as to the consequences of tendering Shares pursuant to the Offer; and
11. WE ARE NOT AWARE OF ANY JURISDICTION WHERE THE MAKING OF THE OFFER IS NOT IN COMPLIANCE WITH APPLICABLE LAW. IF WE BECOME AWARE OF ANY JURISDICTION
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WHERE THE MAKING OF THE OFFER OR THE ACCEPTANCE OF SHARES PURSUANT TO THE OFFER IS NOT IN COMPLIANCE WITH ANY APPLICABLE LAW, WE WILL MAKE A GOOD FAITH EFFORT TO COMPLY WITH THE APPLICABLE LAW. IF, AFTER A GOOD FAITH EFFORT, WE CANNOT COMPLY WITH THE APPLICABLE LAW, THE OFFER WILL NOT BE MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, THE HOLDERS OF SHARES RESIDING IN THAT JURISDICTION, PROVIDED THAT WE WILL COMPLY WITH THE REQUIREMENTS OF RULE 13(E)-4(F)(8) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
The undersigned agrees to all of the terms and conditions of the Offer.
Unless otherwise indicated below in the section captioned Special Issuance Instructions, please issue the check for payment of the purchase price and/or return any certificates for Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under Description of Shares Tendered. Similarly, unless otherwise indicated under Special Delivery Instructions, please mail the check for payment of the purchase price and/or return any certificates for Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under Description of Shares Tendered. In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for payment of the purchase price and/or return any certificates for Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return such certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. Appropriate medallion signature guarantees by an Eligible Institution (as defined in Instruction 1) have been included with respect to Shares for which Special Issuance Instructions have been given. The undersigned recognizes that Hackett has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered holder(s) thereof if Hackett does not accept for payment any of the Shares.
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)
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IMPORTANT: STOCKHOLDERS SIGN HERE |
(Also Please Complete IRS Form W-9 Below or Appropriate IRS Form W-8) |
Signature(s) of Owner(s): ____________________________________________________________________ |
Name(s): _________________________________________________________________________________ |
(Please Print) |
Dated: ___________________________________________________________________________________ |
Name(s): _________________________________________________________________________________ |
(Please Print) |
Capacity (full title): _________________________________________________________________________ |
Address: __________________________________________________________________________________ |
(Include Zip Code) |
Daytime Area Code and Telephone Number: _____________________________________________________ |
Taxpayer Identification or Social Security No.: ___________________________________________________ |
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or by person(s) authorized to become registered holder(s) of stock certificate(s) as evidenced by endorsement or stock powers transmitted herewith. If signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, the full title of the person should be set forth. See Instruction 6).
(Complete Accompanying IRS Form W-9 or Appropriate IRS Form W-8)
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GUARANTEE OF SIGNATURE(S) |
(See Instructions 1 and 6) |
Authorized Signature: _______________________________________________________________________ |
Name(s): __________________________________________________________________________________ |
(Please Print) |
Title: _____________________________________________________________________________________ |
Name of Firm: _____________________________________________________________________________ |
Address: __________________________________________________________________________________ |
(Include Zip Code) |
Daytime Area Code and Telephone Number: _____________________________________________________ |
Dated: __________
|
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal if (a) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in the Book-Entry Transfer Facilitys system whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith, unless such registered holder(s) has (have) completed the section captioned Special Issuance Instructions on this Letter of Transmittal) or (b) such Shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of a Medallion Program approved by the Securities Transfer Agents Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an eligible guarantor institution, as the term is defined in Exchange Act Rule 17Ad-15, each of the foregoing constituting an Eligible Institution. In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 6. If you have any questions regarding the need for a signature guarantee, please call the Information Agent at (866) 628-6023.
2. Requirements of Tender. This Letter of Transmittal is to be completed by stockholders either if certificates are to be forwarded herewith or, unless an Agents Message is utilized, if delivery of Shares is to be made pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase. For a stockholder to validly tender Shares pursuant to the Offer, (a) a Letter of Transmittal, properly completed and duly executed, and the certificate(s) representing the tendered Shares, together with any required signature guarantees, and any other required documents, must be received by the Depositary at one of its addresses set forth on the back of this Letter of Transmittal prior to the Expiration Date, or (b) a Letter of Transmittal, properly completed and duly executed, together with any required Agents Message and any other required documents, must be received by the Depositary at one of its addresses set forth on the back of this Letter of Transmittal prior to the Expiration Date and Shares must be delivered pursuant to the procedures for book-entry transfer set forth in this Letter of Transmittal (and a book-entry confirmation must be received by the Depositary) prior to the Expiration Date, or (c) the stockholder must comply with the guaranteed delivery procedures set forth below and in Section 3 of the Offer to Purchase.
Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. If Hackett extends the Offer beyond that time, tendered Shares may be withdrawn at any time until the extended Expiration Date. Shares that have not previously been accepted by Hackett for payment may be withdrawn at any time after 12:00 midnight, New York City time, on October 23, 2013. To withdraw tendered Shares, stockholders must deliver a written notice of withdrawal to the Depositary within the prescribed time period at one of the addresses set forth in this Letter of Transmittal. Any notice of withdrawal must specify the name of the tendering stockholder, the number of Shares to be withdrawn and the name of the registered holder of the Shares. In addition, if the certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the certificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates for Shares to be withdrawn and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of Shares tendered by an Eligible Institution). If Shares have been tendered pursuant to the procedures for book-entry transfer, the notice of withdrawal also must specify the name and the number of the account at The Depository Trust Company to be credited with the withdrawn Shares and otherwise comply with the procedures of that facility. Withdrawals may not be rescinded and any Shares withdrawn will not be properly tendered for purposes of the Offer unless the withdrawn Shares are properly re-tendered prior to the Expiration Date by following the procedures described above.
Stockholders whose certificates for Shares are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary or complete the procedures for book-entry transfer prior to the Expiration Date may tender their Shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to
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Purchase. Pursuant to those procedures, (a) a tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Hackett, must be received by the Depositary prior to the Expiration Date and (c) the certificates for all tendered Shares in proper form for transfer (or a book-entry confirmation with respect to all such Shares), together with a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an Agents Message, and any other required documents, must be received by the Depositary, in each case within three NASDAQ Global Market trading days after the date of execution of the Notice of Guaranteed Delivery as provided in Section 3 of the Offer to Purchase. A trading day is any day on which the NASDAQ Global Market is open for business. The term Agents Message means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Hackett may enforce such agreement against the participant.
THE METHOD OF DELIVERY OF SHARES, THIS LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE SOLE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER DOCUMENTS WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF YOU ELECT TO DELIVER BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT YOU PROPERLY INSURE THE DOCUMENTS. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.
Except as specifically provided by the Offer to Purchase, no alternative, conditional or contingent tenders will be accepted. No fractional Shares will be purchased. All tendering stockholders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance for payment of their Shares.
3. Inadequate Space. If the space provided in this Letter of Transmittal is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule attached hereto.
4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry Transfer). If fewer than all of the Shares represented by any certificate submitted to the Depositary are to be tendered, fill in the number of Shares that are to be tendered in the box entitled Number of Shares Tendered. In any such case, new certificate(s) for the remainder of the Shares that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the acceptance for payment of, and payment for, the Shares tendered herewith. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.
5. Indication of Price at Which Shares are Being Tendered. For Shares to be properly tendered, the stockholder MUST either (1) check the box in the section captioned Shares Tendered At Price Determined Under The Offer in order to maximize the chance of having Hackett accept for payment all of the Shares tendered (subject to the possibility of proration) or (2) check the box indicating the price per Share at which such stockholder is tendering Shares under Shares Tendered At Price Determined by Stockholder. Selecting option (1) could result in the stockholder receiving a price per Share as low as $6.50. ONLY ONE BOX UNDER (1) OR (2) MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES. A STOCKHOLDER WISHING TO TENDER PORTIONS OF SUCH STOCKHOLDERS SHARE HOLDINGS AT DIFFERENT PRICES MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SUCH STOCKHOLDER WISHES TO TENDER EACH SUCH PORTION OF SUCH STOCKHOLDERS SHARES. The same Shares
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cannot be tendered more than once, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price.
6. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without any change or alteration whatsoever.
If any of the Shares tendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal.
If any Shares tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, he or she should so indicate when signing and submit proper evidence satisfactory to Hackett of his or her authority to so act.
If this Letter of Transmittal is signed by the registered owner(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or certificates for Shares not tendered or accepted for payment are to be issued, to a person other than the registered owner(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Shares tendered hereby, the certificate(s) representing such Shares must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on the certificates(s). The signature(s) on any such certificate(s) or stock power(s) must be guaranteed by an Eligible Institution.
7. Stock Transfer Taxes. Hackett will pay any stock transfer taxes with respect to the transfer and sale of Shares to it pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Shares not tendered or accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if Shares tendered hereby are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered owner(s) or such other person(s)) payable on account of the transfer to such person(s) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption from the payment of such taxes is submitted with this Letter of Transmittal.
Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Letter of Transmittal.
8. Special Payment and Delivery Instructions. If a check for the purchase price of any Shares accepted for payment is to be issued in the name of, and/or certificates for any Shares not accepted for payment or not tendered are to be issued in the name of and/or returned to, a person other than the signer of this Letter of Transmittal or if a check is to be sent, and/or such certificates are to be returned, to a person other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed.
9. Waiver of Conditions; Irregularities. All questions as to the number of Shares to be accepted, the purchase price to be paid for Shares to be accepted, the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares and the validity (including time of receipt) and form of any notice of withdrawal of tendered Shares will be determined by Hackett, in its sole discretion, and such
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determination will be final and binding on all parties. Hackett may delegate power in whole or in part to the Depositary. Hackett reserves the absolute right to reject any or all tenders of any Shares that Hackett determines are not in proper form or the acceptance for payment of or payment for which may, in the opinion of Hacketts counsel, be unlawful. Hackett reserves the absolute right to reject any notices of withdrawal that it determines are not in proper form. Hackett also reserves the absolute right, subject to the applicable rules and regulations of the Securities and Exchange Commission, to waive any of the conditions of the Offer prior to the Expiration Date, or any defect or irregularity in any tender or withdrawal with respect to any particular Shares or any particular stockholder (whether or not Hackett waives similar defects or irregularities in the case of other stockholders), and Hacketts interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. In the event a condition is waived with respect to any particular stockholder, the same condition will be waived with respect to all stockholders. No tender or withdrawal of Shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering or withdrawing stockholder or waived by Hackett. Hackett will not be liable for failure to waive any condition of the Offer, or any defect or irregularity in any tender or withdrawal of Shares. Unless waived, any defects or irregularities in connection with tenders or withdrawals must be cured within the period of time Hackett determines. None of Hackett, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in any tender or withdrawal, nor will any of the foregoing incur any liability for failure to give any such notification.
10. Backup Withholding. In order to avoid backup withholding of U.S. federal income tax on payments of cash pursuant to the Offer, a U.S. Holder (as defined below) surrendering Shares in the Offer must (a) qualify for an exemption, as described below, or (b) provide the Depositary with such U.S. Holders correct taxpayer identification number (TIN) (e.g., social security number or employer identification number) on IRS Form W-9 included with this Letter of Transmittal and certify under penalties of perjury that (i) the TIN provided is correct, (ii) (x) the U.S. Holder is exempt from backup withholding, (y) the U.S. Holder has not been notified by the Internal Revenue Service (the IRS) that such U.S. Holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (z) the IRS has notified the U.S. Holder that such U.S. Holder is no longer subject to backup withholding, and (iii) the U.S. Holder is a U.S. person (including a U.S. resident alien). If a U.S. Holder does not provide a correct TIN or fails to provide the certifications described above, the IRS may impose a penalty on such U.S. Holder and payment of cash to such U.S. Holder pursuant to the Offer may be subject to backup withholding at the applicable statutory rate (currently 28%).
A U.S. Holder is any stockholder that for U.S. federal income tax purposes is (i) a citizen or resident of the United States, (ii) a corporation or partnership created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons within the meaning of Section 7701(a)(30) of the Code have the authority to control all substantial decisions of the trust, or, if the trust was in existence on August 20, 1996, and it has elected to continue to be treated as a United States person.
Backup withholding is not an additional tax. Rather, the amount of the backup withholding can be credited against the U.S. federal income tax liability of the person subject to the backup withholding, provided that the required information is timely given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained upon timely filing an income tax return.
A tendering U.S. Holder is required to give the Depositary the TIN of the record owner of the Shares being tendered. If the Shares are held in more than one name or are not in the name of the actual owner, consult the instructions to the enclosed IRS Form W-9 for guidance on which number to report.
If a U.S. Holder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such U.S. Holder should write Applied For in the space provided for the TIN in Part I of the IRS Form W-9, and sign and date the IRS Form W-9. Writing Applied For means that a U.S. Holder has already applied for a TIN or that such U.S. Holder intends to apply for one soon. Notwithstanding that the U.S. Holder
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has written Applied For in Part I, the Depositary will withhold the applicable statutory rate (currently 28%) on all payments made prior to the time a properly certified TIN is provided to the Depositary.
Some stockholders are exempt from backup withholding. To prevent possible erroneous backup withholding, exempt stockholders should consult the instructions to the enclosed IRS Form W-9 for additional guidance.
Non-U.S. Holders (as defined below) should complete and sign the main signature form and IRS Form W-8BEN, Certificate of Foreign Status, a copy of which may be obtained from the Depositary or from the IRS website (www.irs.gov), or other applicable IRS Form W-8, in order to avoid backup withholding. A Non-U.S. Holder is a stockholder that is not a U.S. Holder. A disregarded domestic entity that has a foreign owner must use the appropriate IRS Form W-8, and not the IRS Form W-9. See the instructions to the enclosed IRS Form W-9 for more information.
11. Withholding on Non-U.S. Holders. Even if a Non-U.S. Holder has provided the required certification to avoid backup withholding, the Depositary will withhold U.S. federal income taxes equal to 30% of the gross payments payable to a Non-U.S. Holder or such holders agent unless the Depositary determines that a reduced rate of withholding is available pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the Non-U.S. Holders conduct of a trade or business within the United States. See Section 13 of the Offer to Purchase. In order to obtain a reduced or zero rate of withholding pursuant to an applicable income tax treaty, a Non-U.S. Holder must deliver to the Depositary, before the payment is made, a properly completed and executed IRS Form W-8BEN (or other applicable IRS Form W-8) claiming such an exemption or reduction. In order to claim an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United States, a Non-U.S. Holder must deliver to the Depositary before the payment is made a properly completed and executed IRS Form W-8ECI. A Non-U.S. Holder may be eligible to obtain a refund of all or a portion of any U.S. federal tax withheld if such Non-U.S. Holder meets the tests described in Section 13 of the Offer to Purchase that would characterize the exchange as a sale (as opposed to a dividend) or is otherwise able to establish that such Non-U.S. Holder is entitled to a reduced or zero rate of withholding pursuant to any applicable income tax treaty and a higher rate was withheld.
NON-U.S. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX WITHHOLDING RULES, INCLUDING ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND THE REFUND PROCEDURE, AS WELL AS THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.
Any payments made pursuant to the Offer, whether to U.S. or Non-U.S. Holders, that are treated as wages will be subject to applicable wage withholding (regardless of whether an IRS Form W-9 or applicable IRS Form W-8 is provided).
12. Requests for Assistance or Additional Copies. If you have questions or need assistance, you should contact the Information Agent at its address and telephone number set forth on the back cover of this Letter of Transmittal. If you require additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery, the IRS Form W-9 or other related materials, you should contact the Information Agent. Copies will be furnished promptly at Hacketts expense.
13. Lost, Destroyed or Stolen Certificates. If any certificate representing Shares has been lost, destroyed or stolen, the stockholder should promptly notify the Depositary at the toll free number (887) 373-6341. The stockholder will then be instructed by the Depositary as to the steps that must be taken in order to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed.
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14. Conditional Tenders. As described in Sections 3 and 6 of the Offer to Purchase, stockholders may condition their tenders on all or a minimum number of their tendered Shares being purchased.
If you wish to make a conditional tender you must indicate this in the box captioned Conditional Tender in this Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. In this box in this Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery, you must calculate and appropriately indicate the minimum number of Shares that must be purchased if any are to be purchased.
As discussed in Sections 3 and 6 of the Offer to Purchase, proration may affect whether Hackett accepts conditional tenders and may result in Shares tendered pursuant to a conditional tender being deemed withdrawn if the minimum number of Shares would not be purchased. If, because of proration (because more than the number of Shares sought are properly tendered), the minimum number of Shares that you designate will not be purchased, Hackett may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all of your Shares and checked the box so indicating. Upon selection by lot, if any, Hackett will limit its purchase in each case to the designated minimum number of Shares.
All tendered Shares will be deemed unconditionally tendered unless the Conditional Tender box is completed.
The conditional tender alternative is made available so that a stockholder may seek to structure the purchase of Shares pursuant to the Offer in such a manner that the purchase will be treated as a sale of such Shares by the stockholder, rather than the payment of a dividend to the stockholder, for U.S. federal income tax purposes. It is the tendering stockholders responsibility to calculate the minimum number of Shares that must be purchased from the stockholder in order for the stockholder to qualify for sale rather than dividend treatment. Each stockholder is urged to consult his or her own tax advisor. See Section 6 and Section 13 of the Offer to Purchase.
15. Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, stockholders may designate the order in which their Shares are to be purchased in the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification and the amount of any gain or loss on the Shares purchased. See Section 1 and Section 13 of the Offer to Purchase.
IMPORTANT: THIS LETTER OF TRANSMITTAL, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENTS MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.
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What Number to Give the Depositary
A stockholder (or other payee) that is a U.S. person (including a U.S. resident alien) is required to give the Depositary the social security number or employer identification number of the record holder (or any other payee) of the Shares tendered hereby. If the Shares are registered in more than one name or are not in the name of the actual owner, consult the instructions to the enclosed IRS Form W-9 for guidance on which number to report. If the surrendering stockholder (or other payee) has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the stockholder (or other payee) should write Applied For in the space provided for the TIN in Part I and sign and date the IRS Form W-9. If Applied For is written in Part I and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold 28% of all payments to such stockholder (or other payee) until a properly certified TIN is provided to the Depositary.
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Name (as shown on your income tax return)
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Business name/disregarded entity name, if different from above
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Check appropriate box for federal tax classification:
¨ Individual/sole proprietor ¨ C Corporation ¨ S Corporation ¨ Partnership ¨ Trust/estate
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¨ Exempt payee | |||
¨ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) u ----------------------------------
¨ Other (see instructions) u
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Address (number, street, and apt. or suite no.)
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Requesters name and address (optional) | |||
City, state, and ZIP code
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List account number(s) here (optional)
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Part I | Taxpayer Identification Number (TIN) |
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Enter your TIN in the appropriate box. The TIN provided must match the name given on the Name line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. | Social security number
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Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. | Employer identification number |
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Part II | Certification |
Under penalties of perjury, I certify that:
1. | The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and |
2. | I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and |
3. | I am a U.S. citizen or other U.S. person (defined below). |
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.
Sign Here |
Signature of U.S. person u |
Date u | ||||
General Instructions
Section references are to the Internal Revenue Code unless otherwise noted.
Purpose of Form
A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.
Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners share of effectively connected income. |
Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requesters form if it is substantially similar to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:
An individual who is a U.S. citizen or U.S. resident alien,
A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,
An estate (other than a foreign estate), or
A domestic trust (as defined in Regulations section 301.7701-7).
Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. |
Cat. No. 10231X |
Form W-9 (Rev. 12-2011) |
VOLUNTARY CORPORATE ACTIONS COY: ANSR
Form W-9 (Rev. 12-2011)
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Page 2 |
VOLUNTARY CORPORATE ACTIONS COY: ANSR
Form W-9 (Rev. 12-2011)
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Page 3 |
VOLUNTARY CORPORATE ACTIONS COY: ANSR
Form W-9 (Rev. 12-2011)
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Page 4 |
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.
VOLUNTARY CORPORATE ACTIONS COY: ANSR
Any questions or requests for assistance or for additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery or related documents may be directed to the Information Agent at its telephone number and address set forth below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
The Depositary for the Offer is:
By Mail:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions PO Box 43011 Providence, RI 02940-3011 |
By Express or Overnight Delivery:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 250 Royall Street, Suite V Canton, MA 02021 |
The Information Agent for the Offer is:
480 Washington Boulevard, 26th Floor
Jersey City, NJ 07310
All Holders Call Toll-Free (866) 628-6023
Exhibit (a)(1)(vii)
Amended Notice of Guaranteed Delivery
For Tender of Shares of Common Stock of
The Hackett Group, Inc.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 15, 2013, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE EXPIRATION DATE).
This Amended Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) if you want to tender your Shares but:
| your certificates for the Shares are not immediately available or cannot be delivered to the Depositary by the Expiration Date; |
| you cannot comply with the procedure for book-entry transfer by the Expiration Date; or |
| your other required documents cannot be delivered to the Depositary by the Expiration Date, |
in which case, you can still tender your Shares if you comply with the guaranteed delivery procedure described in Section 3 of the Offer to Purchase.
This Amended Notice of Guaranteed Delivery, properly completed and duly executed, may be delivered to the Depositary by mail, overnight courier or by facsimile transmission (for eligible institutions only) prior to the Expiration Date (as defined in the Offer to Purchase). See Section 3 of the Offer to Purchase dated August 28, 2013 ( as amended, the Offer to Purchase).
Deliver to:
By Mail: | By Facsimile Transmission (for eligible institutions only): |
By Express or Overnight Courier Delivery: | ||
Computershare Trust Company, N.A. c/o Voluntary Corporate Action P.O. Box 43078 Providence, RI 02940-3078 |
For Delivery of Notice of Guarantee Delivery via Facsimile Facsimile: (617) 360-6810 To confirm receipt of FAX call: (781) 575-2332 |
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 250 Royall Street Suite V Canton, MA 02021 |
For this notice to be validly delivered, it must be received by the Depositary at the address listed above before the Expiration Date. Delivery of this instrument to an address other than as set forth above will not constitute a valid delivery. Deliveries to The Hackett Group, Inc. or Georgeson Inc., the Information Agent, will not be forwarded to the Depositary and therefore will not constitute valid delivery. Deliveries to The Depository Trust Company will not constitute valid delivery to the Depositary.
This Amended Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the Offer to Purchase) under the instructions to the Letter of Transmittal, the signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to The Hackett Group, Inc. (Hackett) upon the terms and subject to the conditions set forth in its Offer to Purchase, dated August 28, 2013, as amended, and the Amended Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the Offer), receipt of which is hereby acknowledged, the number of shares of common stock of Hackett, par value $0.001 per share (the Shares), listed below, pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.
Number of Shares to be tendered: Shares.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(See Instruction 5 to the Letter of Transmittal)
THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX UNDER (1) OR (2) BELOW):
(1) | SHARES TENDERED AT PRICE DETERMINED UNDER THE OFFER |
By checking the box below INSTEAD OF ONE OF THE BOXES UNDER Shares Tendered At Price Determined By Stockholder, the undersigned hereby tenders Shares at the purchase price as shall be determined by Hackett in accordance with the terms of the Offer.
¨ | The undersigned wants to maximize the chance that Hackett will accept for payment all of the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes below, the undersigned hereby tenders Shares at, and is willing to accept, the purchase price determined by Hackett in accordance with the terms of the Offer. The undersigned understands that this action will result in the undersigneds Shares being deemed to be tendered at the minimum price of $6.50 per Share for purposes of determining the Final Purchase Price. This may effectively lower the Final Purchase Price and could result in the undersigned receiving a per Share price as low as $6.50. |
(2) | SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER |
By checking ONE of the following boxes INSTEAD OF THE BOX UNDER Shares Tendered At Price Determined Under The Offer, the undersigned hereby tenders Shares at the price checked. The undersigned understands that this action could result in Hackett purchasing none of the Shares tendered hereby if the purchase price determined by Hackett for the Shares is less than the price checked below.
¨ $6.50 |
¨ $6.70 | ¨ $6.90 | ||||
¨ $6.55 |
¨ $6.75 | ¨ $6.95 | ||||
¨ $6.60 |
¨ $6.80 | ¨ $7.00 | ||||
¨ $6.65 |
¨ $6.85 | |||||
CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, THERE IS NO VALID TENDER OF SHARES.
A STOCKHOLDER DESIRING TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE AMENDED NOTICE OF GUARANTEED DELIVERY FOR EACH PRICE AT WHICH SHARES ARE TENDERED. THE SAME SHARES CANNOT BE TENDERED, UNLESS PREVIOUSLY PROPERLY WITHDRAWN AS PROVIDED IN SECTION 4 OF THE OFFER TO PURCHASE, AT MORE THAN ONE PRICE.
CONDITIONAL TENDER
(See Instruction 14 to the Letter of Transmittal)
A stockholder may tender Shares subject to the condition that a specified minimum number of the stockholders Shares tendered pursuant to the Letter of Transmittal must be purchased if any Shares tendered are purchased, all as described in the Offer to Purchase, particularly in Section 6 thereof. Unless at least that minimum number of Shares indicated below is purchased by Hackett pursuant to the terms of the Offer, none of the Shares tendered will be purchased. It is the tendering stockholders responsibility to calculate that minimum number of Shares that must be purchased if any are purchased, and Hackett urges stockholders to consult their own tax advisors before completing this section. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.
¨ | The minimum number of Shares that must be purchased, if any are purchased, is: Shares. |
If, because of proration, the minimum number of Shares designated will not be purchased, Hackett may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her Shares and checked this box:
¨ | The tendered Shares represent all Shares held by the undersigned. |
PLEASE SIGN ON THIS PAGE
Name(s) of Record Holder(s): |
(Please Print) |
Signature(s): |
Address(es): |
(Include Zip Code) |
Area code and telephone number: |
¨ If delivery will be by book-entry transfer, check this box. |
Name of tendering institution: |
Account number: |
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Association Medallion Signature Guarantee Program, or an eligible guarantor institution, (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), hereby guarantees (i) that the above-named person(s) has a net long position in the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act, (ii) that such tender of Shares complies with Rule 14e-4 and (iii) to deliver to the Depositary at one of its addresses set forth above certificate(s) for the Shares tendered hereby, in proper form for transfer, or a confirmation of the book-entry transfer of the Shares into the Depositarys account at The Depository Trust Company, together with a properly completed and duly executed Letter of Transmittal and any other required documents, within three business days after the date of receipt by the Depositary.
Name of Eligible Institution Guaranteeing Delivery | Authorized Signature | |
Address | Name (Print Name) | |
Zip Code | Title | |
(Area Code) Telephone No. | Dated |
This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the Instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
Exhibit (a)(1)(viii)
Offer to Purchase for Cash
by
The Hackett Group, Inc.
of
Up to $25.00 Million in Value of Shares of Its Common Stock
At a Purchase Price Not Greater than $7.00 per Share
Nor Less than $6.50 per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 15, 2013 UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE EXPIRATION DATE).
|
September 27, 2013
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
You are receiving the enclosed materials because, on September, 27, 2013, The Hackett Group, Inc., a Florida corporation (Hackett or the Company), announced in the enclosed press release that it has amended its previously announced modified Dutch auction tender offer to (1) increase the price range at which it will purchase shares of its common stock, $0.001 par value per share (the Shares), 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 Tender Offer (as defined below) to $25.0 million in value of Shares. Previously, the Company had offered to purchase up to $35.75 million in value of Shares at a purchase price not greater than $6.50 nor less than $5.75 per share. On September 26, 2013, the last full trading day preceding this announcement, the last reported sale price of the Shares on the NASDAQ Global Market, was $6.86. The Company has also extended the expiration date of the Tender Offer to 5:00 p.m., New York City time, on October 15, 2013 (the Expiration Date). The Company has appointed us to act as Information Agent in connection with the Tender Offer. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Offer to Purchase, dated August 28, 2013 (as amended, the Offer to Purchase), and in the Amended Letter of Transmittal, dated September 27, 2013 (which together, as they may be supplemented or amended from time to time, constitute the Offer). The description of the Offer in this letter is only a summary and is qualified by all of the terms and conditions of the Offer set forth in the Offer to Purchase and Amended Letter of Transmittal.
Hackett will, upon the terms and subject to the conditions of the Offer, determine a single per Share price that it will pay for Shares properly tendered, not properly withdrawn from and accepted pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. Hackett will select the lowest purchase price, not greater than $7.00 nor less than $6.50 per Share, that will allow it to purchase $25.0 million in value of Shares, or a lower amount depending on the number of Shares properly tendered, not properly withdrawn from and accepted pursuant to the Offer. If, based on the Final Purchase Price (defined below), Shares having an aggregate value of less than $25.0 million are properly tendered, not properly withdrawn from and accepted pursuant to the Offer, Hackett will buy all Shares properly tendered, not properly withdrawn from and accepted pursuant to the Offer. The price Hackett will select is sometimes referred to as the Final Purchase Price. All Shares properly tendered prior to the Expiration Date at prices at or below the Final Purchase Price and not properly withdrawn will be purchased in the Offer at the Final Purchase Price, upon the terms and subject to the conditions of the Offer, including the proration and conditional tender provisions described in the Offer to Purchase. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any delay in making such payment. All Shares acquired in the Offer will be acquired at the Final Purchase Price. Hackett reserves the right, in its sole discretion, to change the per Share purchase price range and to increase or decrease the value of Shares sought in the Offer, subject to applicable law. In accordance with the rules of the SEC, we may increase the number of Shares accepted for payment in the Offer by no more than 2% of the outstanding Shares without amending or extending the Offer.
Hackett reserves the right, in its sole discretion, to terminate the Offer upon the occurrence of certain conditions more specifically described in Section 7 of the Offer to Purchase, or to amend the Offer in any respect, subject to applicable law.
Upon the terms and subject to the conditions of the Offer, if, based on the Final Purchase Price, Shares having an aggregate value in excess of $25.0 million, or such greater amount as Hackett may elect to pay, subject to applicable law, have been validly tendered, and not properly withdrawn before the Expiration Date, at prices at or below the Final Purchase Price, Hackett will accept the Shares to be purchased in the following order of priority:
| first, Hackett will purchase all Shares properly tendered at or below the Final Purchase Price on a pro rata basis with appropriate adjustments to avoid purchases of fractional Shares, until Hackett has purchased Shares resulting in an aggregate purchase price of $25.0 million; and |
| second, only if necessary to permit Hackett to purchase $25.0 million in value of Shares (or such greater amount as we may elect to pay, subject to applicable law), Hackett will purchase Shares conditionally tendered (for which the condition was not initially satisfied) at or below the Final Purchase Price, by random lot, to the extent feasible. |
To be eligible for purchase by random lot, stockholders whose Shares are conditionally tendered must have tendered all of their Shares. Therefore, it is possible that Hackett will not purchase all of the Shares tendered by a stockholder even if such stockholder tenders its Shares at or below the Final Purchase Price. Shares tendered at prices greater than the Final Purchase Price and Shares not purchased because of proration provisions will be returned to the tendering stockholders at Hacketts expense promptly after the Expiration Date. See Section 1, Section 3 and Section 5 of the Offer to Purchase.
The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions. See Section 7 of the Offer to Purchase.
Hacketts directors, executive officers and affiliates are entitled to participate in the Offer on the same basis as all other stockholders. Ted A. Fernandez, Chairman and Chief Executive Officer, David N. Dungan, Vice Chairman and Chief Operating Officer, Robert A. Ramirez, Chief Financial Officer, and Alan T. G. Wix, member of the Board of Directors, have advised us that, although no final decision has been made, Messrs. Fernandez, Dungan and Ramirez may tender in the Offer up to approximately 10% of their respective Share holdings and Mr. Wix up to approximately 34% of his Share holdings, in each case excluding vested and unvested options, unvested RSUs and unvested performance-based stock appreciation rights. Our other directors have advised us that they do not intend to tender Shares in the Offer. However, Richard N. Hamlin and John R. Harris, members of our Board of Directors, have advised us that they may sell up to 27% and 31%, respectively, of their outstanding Shares, which, in each case, excludes unvested and vested RSUs for which receipt of Shares has been deferred, as soon as practicable after completion of the Offer, subject to market conditions and applicable law. We have no knowledge of our affiliates intentions with respect to the Offer. The equity ownership of our directors, executive officers and affiliates who do not tender all of their Shares in the Offer will proportionately increase as a percentage of our issued and outstanding Shares following the consummation of the Offer. See Section 2 and Section 11 of the Offer to Purchase.
For your information and for forwarding to those of your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:
1. | The Amended Letter of Transmittal for your use and for the information of your clients, including a IRS Form W-9; |
2. | Amended Notice of Guaranteed Delivery to be used to accept the Offer if the Share certificates and all other required documents cannot be delivered to the Depositary before the Expiration Date or if the procedure for book-entry transfer cannot be completed before the Expiration Date; |
3. | A letter to clients that you may send to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients instructions with regard to the Offer; |
4. | Letter to Stockholders from the Chairman and Chief Executive Officer of the Company, dated September 27, 2013; |
5. | Press release, dated September 27, 2013, announcing the amendment and extension of the Tender Offer; and |
6. | A return envelope addressed to Computershare Trust Company, N.A., as Depositary for the Offer. |
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 15, 2013, UNLESS THE OFFER IS EXTENDED.
For Shares to be tendered properly pursuant to the Offer, one of the following must occur: (1) the certificates for such Shares, or confirmation of receipt of such Shares pursuant to the procedure for book-entry transfer set forth in Section 3 of the Offer to Purchase, together with (a) a properly completed and duly executed Letter of Transmittal including any required signature guarantees and any documents required by the Letter of Transmittal or (b) an Agents Message (as described in Section 3 of the Offer to Purchase) in the case of a book-entry transfer, must be received before 5:00 p.m., New York City time, on October 15, 2013 by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase, or (2) stockholders whose certificates for Shares are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary or complete the procedures for book-entry transfer prior to the Expiration Date must properly complete and duly execute the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.
Hackett will not pay any fees or commissions to brokers, dealers, commercial banks or trust companies or other nominees (other than fees to the Information Agent, as described in Section 15 of the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. Hackett will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies or other nominees for customary mailing and handling expenses incurred by them in forwarding the Offer and related materials to the beneficial owners of Shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as the agent of Hackett, the Information Agent, or the Depositary for purposes of the Offer. Hackett will pay or cause to be paid all stock transfer taxes, if any, on its purchase of the Shares except as otherwise provided in the Offer to Purchase or Instruction 7 in the Letter of Transmittal.
Any questions or requests for assistance may be directed to the Information Agent at their respective telephone numbers and addresses set forth on the back cover of the Offer to Purchase. You may request additional copies of enclosed materials and direct questions and requests for assistance to the Information Agent, Georgeson Inc., at: (866) 628-6023.
Very truly yours,
Georgeson, Inc.
Enclosures
NOTHING CONTAINED IN THIS DOCUMENT OR IN THE ENCLOSED DOCUMENTS WILL MAKE YOU OR ANY OTHER PERSON AN AGENT OF HACKETT, THE INFORMATION AGENT OR THE DEPOSITARY OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED IN THOSE DOCUMENTS.
Exhibit (a)(1)(ix)
Offer to Purchase for Cash
by
The Hackett Group, Inc.
of
Up to $25.0 Million in Value of Shares of Its Common Stock
At a Purchase Price Not Greater than $7.00 per Share
Nor Less than $6.50 per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 15, 2013, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE EXPIRATION DATE).
September 27, 2013
To Our Clients:
Enclosed for your consideration is an Amended Letter of Transmittal. You are receiving this document because, on September, 27, 2013, The Hackett Group, Inc., a Florida corporation (Hackett or the Company), announced in the enclosed press release that it has amended its previously announced modified Dutch auction tender offer to (1) increase the price range at which it will purchase shares of its common stock, $0.001 par value per share (the Shares), 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 (as defined below) to $25.0 million in value of Shares. Previously, the Company had offered to purchase up to $35.75 million in value of Shares at a purchase price not greater than $6.50 nor less than $5.75 per share. On September 26, 2013, the last full trading day preceding this announcement, the last reported sale price of the Shares on the NASDAQ Global Market, was $6.86. The Company has also extended the expiration date of the Tender Offer to 5:00 p.m., New York City time, on October 15, 2013 (the Expiration Date). Capitalized terms used herein and not defined herein shall have the meanings given to them in the Offer to Purchase, dated August 28, 2013 (as amended, the Offer to Purchase), and in the Amended Letter of Transmittal (which together, as they may be supplemented or amended from time to time, constitute the Offer). The description of the Offer in this letter is only a summary and is qualified by all of the terms and conditions of the Offer set forth in the Offer to Purchase and Amended Letter of Transmittal.
Hackett will, upon the terms and subject to the conditions of the Offer, determine a single per Share price that it will pay for Shares properly tendered, not properly withdrawn from and accepted pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. Hackett will select the single lowest purchase price, not greater than $7.00 nor less than $6.50 per Share, that will allow it to purchase $25.0 million in value of Shares, or a lower amount depending on the number of Shares properly tendered, not properly withdrawn from and accepted pursuant to the Offer. If, based on the Final Purchase Price (defined below), Shares having an aggregate value of less than $25.0 million are properly tendered, not properly withdrawn from and accepted pursuant to the Offer, Hackett will buy all Shares properly tendered, not properly withdrawn from and accepted pursuant to the Offer. The price Hackett will select is sometimes referred to as the Final Purchase Price. All Shares properly tendered prior to the Expiration Date at prices at or below the Final Purchase Price and not properly withdrawn will be purchased in the Offer at the Final Purchase Price, upon the terms and subject to the conditions of the Offer, including the proration and conditional tender provisions described in the Offer to Purchase. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any delay in making such payment. All Shares acquired in the Offer will be acquired at the Final Purchase Price. Hackett reserves the right, in its sole discretion, to change the per Share purchase price range and to increase or decrease the value of Shares sought in the Offer, subject to applicable law. In accordance with the rules of the SEC, we may increase the number of Shares accepted for payment in the Offer by no more than 2% of the outstanding Shares without amending or extending the Offer.
Hackett reserves the right, in its sole discretion, to terminate the Offer upon the occurrence of certain conditions more specifically described in Section 7 of the Offer to Purchase, or to amend the Offer in any respect, subject to applicable law.
Upon the terms and subject to the conditions of the Offer, if, based on the Final Purchase Price, Shares having an aggregate value in excess of $25.0 million, or such greater amount as Hackett may elect to pay, subject to applicable law, have been validly tendered, and not properly withdrawn before the Expiration Date, at prices at or below the Final Purchase Price, Hackett will accept the Shares to be purchased in the following order of priority:
| first, Hackett will purchase all Shares properly tendered at or below the Final Purchase Price on a pro rata basis with appropriate adjustments to avoid purchases of fractional Shares, until Hackett has purchased Shares resulting in an aggregate purchase price of $25.0 million; and |
| second, only if necessary to permit Hackett to purchase $25.0 million in value of Shares (or such greater amount as the Company may elect to pay, subject to applicable law), the Company will purchase Shares conditionally tendered (for which the condition was not initially satisfied) at or below the Final Purchase Price, by random lot, to the extent feasible. |
To be eligible for purchase by random lot, stockholders whose Shares are conditionally tendered must have tendered all of their Shares. Therefore, it is possible that Hackett will not purchase all of the Shares that you tender even if you tender them at or below the Final Purchase Price. Shares tendered at prices greater than the Final Purchase Price and Shares not purchased because of proration provisions will be returned to the tendering stockholders at Hacketts expense promptly after the Expiration Date. See Section 1, Section 3 and Section 5 of the Offer to Purchase.
The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions. See Section 7 of the Offer to Purchase.
Hacketts directors, executive officers and affiliates are entitled to participate in the Offer on the same basis as all other stockholders. Ted A. Fernandez, Chairman and Chief Executive Officer, David N. Dungan, Vice Chairman and Chief Operating Officer, Robert A. Ramirez, Chief Financial Officer, and Alan T. G. Wix, member of the Board of Directors, have advised us that, although no final decision has been made, Messrs. Fernandez, Dungan and Ramirez may tender in the Offer up to approximately 10% of their respective Share holdings and Mr. Wix up to approximately 34% of his Share holdings, in each case excluding vested and unvested options, unvested RSUs and unvested performance-based stock appreciation rights. Our other directors and have advised us that they do not intend to tender Shares in the Offer. However, Richard N. Hamlin and John R. Harris, members of our Board of Directors, have advised us that they may sell up to 27% and 31%, respectively, of their outstanding Shares, which, in each case, excludes unvested and vested RSUs for which receipt of Shares has been deferred, as soon as practicable after completion of the Offer, subject to market conditions and applicable law. We have no knowledge of our affiliates intentions with respect to the Offer. The equity ownership of our directors, executive officers and affiliates who do not tender all of their Shares in the Offer will proportionately increase as a percentage of our issued and outstanding Shares following the consummation of the Offer. See Section 2 and Section 11 of the Offer to Purchase.
We are the owner of record of Shares held for your account. As such, we are the only ones who can tender your Shares, and then only pursuant to your instructions. WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION ONLY; YOU CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT.
Please instruct us as to whether you wish us to tender any or all of the Shares we hold for your account on the terms and subject to the conditions of the Offer.
Please note the following:
1. | You may tender your Shares at prices not greater than $7.00 nor less than $6.50 per Share, as indicated in the attached Instruction Form, to you in cash, less applicable withholding taxes and without interest. |
2. | You should consult with your broker or other financial or tax advisors on the possibility of designating the priority in which your Shares will be purchased in the event of proration. |
3. | The Offer, proration period and withdrawal rights will expire at 5:00 p.m., New York City time, on October 15, 2013, unless Hackett extends the Offer. |
4. | The Offer is for up to $25.0 million in value of Shares. At the maximum Final Purchase Price of $7.00 per Share, Hackett could purchase 3,571,429 Shares if the Offer is fully subscribed (representing approximately 11.30% of the Shares outstanding as of August 15, 2013). At the minimum Final Purchase Price of $6.50, Hackett could purchase 3,846,154 Shares if the Offer is fully subscribed (representing approximately 12.17% of the Shares outstanding as of August 15, 2013). |
5. | Tendering stockholders who are tendering Shares held in their name or who tender their Shares directly to the Depositary will not be obligated to pay any brokerage commissions or fees to Hackett, solicitation fees, or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes on Hacketts purchase of Shares under the Offer. |
6. | If you wish to tender portions of your Shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each such portion of your Shares. We must submit separate Letters of Transmittal on your behalf for each price you will accept for each portion tendered. |
7. | If you wish to condition your tender upon the purchase of all Shares tendered or upon Hacketts purchase of a specified minimum number of the Shares which you tender, you may elect to do so and thereby avoid possible proration of your tender. Hacketts purchase of Shares from all tenders that are so conditioned will be determined by random lot. To elect such a condition complete the box entitled Conditional Tender in the attached Instruction Form. |
YOUR PROMPT ACTION IS REQUESTED. YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF BEFORE THE EXPIRATION DATE. PLEASE NOTE THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 15, 2013 UNLESS THE OFFER IS EXTENDED.
If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. If you authorize us to tender your Shares, we will tender all such Shares unless you specify otherwise on the attached Instruction Form.
The Offer is being made solely under the Offer to Purchase and the Letter of Transmittal and is being made to all record holders of Shares of Hackett. We are not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the Offer or the acceptance of Shares pursuant to the Offer is not in compliance with any applicable law, we will make a good faith effort to comply with the applicable law. If, after a good faith effort, we cannot comply with the applicable law, the Offer will not be made to, nor will tenders be accepted from or on behalf of, the holders of Shares residing in that jurisdiction.
INSTRUCTION FORM
The undersigned acknowledge(s) receipt of your letter and the Offer to Purchase, dated August 28, 2013 (as amended, the Offer to Purchase), and the enclosed Amended Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the Offer), in connection with the offer by The Hackett Group, Inc., a Florida corporation (Hackett), to purchase for cash up to $25.0 million in value of shares of its common stock, par value $0.001 per share (the Shares), at a price not greater than $7.00 nor less than $6.50 per Share, to the seller in cash, less any applicable withholding taxes and without interest.
The undersigned hereby instruct(s) you to tender to Hackett the number of Shares indicated below or, if no number is specified, all Shares you hold for the account of the undersigned, at the price per Share indicated below, upon the terms and subject to the conditions of the Offer.
Aggregate Number Of Shares To Be Tendered By You For The Account Of The Undersigned: Shares.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(See Instruction 5 to the Letter of Transmittal)
THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX UNDER (1) OR (2) BELOW):
(1) SHARES TENDERED AT PRICE DETERMINED UNDER THE OFFER
By checking the box below INSTEAD OF ONE OF THE BOXES UNDER Shares Tendered At Price Determined By Stockholder, the undersigned hereby tenders Shares at the purchase price as shall be determined by Hackett in accordance with the terms of the Offer.
¨ | The undersigned wants to maximize the chance that Hackett will accept for payment all of the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes below, the undersigned hereby tenders Shares at, and is willing to accept, the purchase price determined by Hackett in accordance with the terms of the Offer. The undersigned understands that this action will result in the undersigneds Shares being deemed to be tendered at the minimum price of $6.50 per Share for purposes of determining the Final Purchase Price. This may effectively lower the Final Purchase Price and could result in the undersigned receiving a per Share price as low as $6.50. |
(2) SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
By checking ONE of the following boxes INSTEAD OF THE BOX UNDER Shares Tendered At Price Determined Under The Offer, the undersigned hereby tenders Shares at the price checked. The undersigned understands that this action could result in Hackett purchasing none of the Shares tendered hereby if the purchase price determined by Hackett for the Shares is less than the price checked below.
¨ $6.50 |
¨ $6.70 | ¨ $6.90 | ||||
¨ $6.55 |
¨ $6.75 | ¨ $6.95 | ||||
¨ $6.60 |
¨ $6.80 | ¨ $7.00 | ||||
¨ $6.65 |
¨ $6.85 | |||||
CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, THERE IS NO VALID TENDER OF SHARES.
A STOCKHOLDER DESIRING TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE INSTRUCTION FORM FOR EACH PRICE AT WHICH SHARES ARE TENDERED. THE SAME SHARES CANNOT BE TENDERED, UNLESS PREVIOUSLY PROPERLY WITHDRAWN AS PROVIDED IN SECTION 4 OF THE OFFER TO PURCHASE, AT MORE THAN ONE PRICE.
CONDITIONAL TENDER
(See Instruction 14 to the Letter of Transmittal)
A stockholder may tender Shares subject to the condition that a specified minimum number of the stockholders Shares tendered pursuant to the Letter of Transmittal must be purchased if any Shares tendered are purchased, all as described in the Offer to Purchase, particularly in Section 6 thereof. Unless at least that minimum number of Shares indicated below is purchased by Hackett pursuant to the terms of the Offer, none of the Shares tendered will be purchased. It is the tendering stockholders responsibility to calculate that minimum number of Shares that must be purchased if any are purchased, and Hackett urges stockholders to consult their own tax advisors before completing this section. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.
¨ The minimum number of Shares that must be purchased, if any are purchased, is: Shares.
If, because of proration, the minimum number of Shares designated will not be purchased, Hackett may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her Shares and checked this box:
¨ The tendered Shares represent all Shares held by the undersigned.
The method of delivery of this document, is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
Hacketts Board of Directors has authorized Hackett to make the Offer. However, neither Hackett, nor any member of its Board of Directors, the Information Agent or the Depositary makes any recommendation to stockholders as to whether they should tender or refrain from tendering their Shares or as to the purchase price or purchase prices at which any stockholder may choose to tender Shares. Neither Hackett, any member of its Board of Directors, the Information Agent or the Depositary has authorized any person to make any recommendation with respect to the Offer. Stockholders should carefully evaluate all information in the Offer to Purchase, consult their own financial and tax advisors and make their own decisions about whether to tender Shares and, if so, how many Shares to tender and the purchase price or purchase prices at which to tender.
SIGNATURE
Signature(s): |
(Please Print) |
Name(s): |
(Please Print) |
Taxpayer Identification or Social Security No.: |
Address(es): |
(Include Zip Code) |
Phone Number (including Area Code): |
Date: |
Exhibit (a)(5)(iv)
THE HACKETT GROUP, INC.
1001 Brickell Bay Drive, Suite 3000
Miami, Florida 33131
September 27, 2013
Dear Stockholder:
You are receiving these materials because, on September, 27, 2013, The Hackett Group, Inc. (the Company, we, us or our) announced in the enclosed press release that we amended our previously announced modified Dutch auction tender offer (as amended, the Offer) to (1) increase the price range at which we will purchase shares of our common stock, $0.001 par value per share (the Shares), 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 Shares. Previously, the Company had offered to purchase up to $35.75 million in value of Shares at a purchase price not greater than $6.50 nor less than $5.75 per share. On September 26, 2013, the last full trading day preceding this announcement, the last reported sale price of the Shares on the NASDAQ Global Market, was $6.86.
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. Except as provided for in the enclosed press release, all other terms and conditions of the Offer remain unchanged.
Stockholders who have questions may call Georgeson, Inc. the information agent for the Offer (the Information Agent), at (866) 628-6023 (toll free).
THE AMENDED OFFER
We are offering to purchase up to $25 million in value of Shares in the Offer. Upon the terms and subject to the conditions of the Offer, we will determine a single per Share price that we will pay for Shares properly tendered, not properly withdrawn from and accepted pursuant to the Offer, taking into account the total number of Shares tendered and the prices specified by tendering stockholders. We will select the lowest single purchase price, not greater than $7.00 nor less than $6.50 per Share, that will allow us to purchase $25 million in value of Shares, or a lower amount depending on the number of Shares properly tendered, not properly withdrawn from and accepted pursuant to the Offer (such purchase price, the Final Purchase Price). If, based on the Final Purchase Price, Shares having an aggregate value of less than $25 million are properly tendered, not properly withdrawn from and accepted pursuant to the Offer, we will buy all Shares properly tendered and not properly withdrawn from the Offer. All Shares acquired in the Offer will be acquired at the Final Purchase Price, including those Shares tendered at a price lower than the Final Purchase Price. Only Shares properly tendered at prices at or below the Final Purchase Price, and not properly withdrawn, will be purchased. We may not purchase all of the Shares tendered at or below the Final Purchase Price if, based on the Final Purchase Price, Shares having an aggregate value in excess of $25 million are properly tendered, not properly withdrawn from and accepted pursuant to the Offer, because of the proration and conditional tender provisions described in the Offer to Purchase. Shares not purchased in the Offer will be returned to the tendering stockholders promptly after the Expiration Date.
At the maximum Final Purchase Price of $7.00 per Share, we would purchase 3,571,429 Shares if the Offer is fully subscribed, which would represent approximately 11.3% of our outstanding Shares as of August 15, 2013. At the minimum Final Purchase Price of $6.50 per Share, we would purchase 3,846,154 Shares if the Offer is fully subscribed, which would represent approximately 12.2% of our outstanding Shares as of August 15, 2013.
THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, OCTOBER 15, 2013, UNLESS FURTHER EXTENDED.
What Stockholders Need to Do Now
Enclosed is an Amended Letter of Transmittal and an Amended Notice of Guaranteed Delivery. Stockholders who have already tendered Shares and indicated that they would accept the Final Purchase Price determined by us under the Offer (referred to as Purchase Price Tenders), 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 Shares at the Final Purchase Price determined by us 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 Computershare Trust Company, N.A., the depositary for the Offer (the Depositary).
Tenders of Shares must be made on or prior to the expiration of the Offer and may be withdrawn at any time on or prior to 5:00 p.m., New York City Time, on October 15, 2013, the expiration of the Offer, unless further extended.
While our Board of Directors has authorized us to make the amended Offer, neither we nor any member of our Board of Directors, the Information Agent or the Depositary, makes any recommendation to you as to whether you should tender or refrain from tendering your Shares or as to the purchase price or purchase prices at which you may choose to tender your Shares. You must make your own decision as to whether to tender your Shares and, if so, how many Shares to tender and the purchase price or purchase prices at which you will tender them. In doing so, you should read carefully the information in the Offer to Purchase, as amended, and in the Amended Letter of Transmittal. You should discuss whether to tender your Shares with your broker or other financial or tax advisors.
Certain of our directors and executive officers have advised us that, although no final decision has been made, they may tender Shares in the Offer. See the Offer to Purchase for more information.
If you have any questions regarding the Offer or need assistance in tendering your shares, you may contact the Information Agent for the Offer at (866) 628-6023 (toll free). Requests for copies of the Offer to Purchase, or additional copies of the Amended Letter of Transmittal or the Amended Notice of Guaranteed Delivery may also be directed to the Information Agent.
Sincerely,
Ted A. Fernandez
Chairman and Chief Executive Officer
Enclosures
Exhibit (a)(5)(v)
1001 Brickell Bay Drive,
Suite 3000
Miami, FL 33131
Telephone (305)-375-8005
www.thehackettgroup.com
Contact:
Robert A. Ramirez, CFO, 307-375-8005 or
rramirez@thehackettgroup.com
THE HACKETT GROUP, INC. AMENDS DUTCH AUCTION TENDER OFFER
Miami, FLSeptember 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.
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 Hacketts 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 Hacketts 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 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 Hacketts 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 SECs website at www.sec.gov or from Hacketts 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 Groups 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 Groups 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.
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