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The Hackett Group, Inc. Announces That It Intends to Commence a $35.75 Million Dutch Auction Tender Offer



  The Hackett Group, Inc. Announces That It Intends to Commence a $35.75
  Million Dutch Auction Tender Offer

Business Wire

MIAMI -- August 6, 2013

The Hackett Group, Inc. (NASDAQ: HCKT), a global strategic advisory and
operations improvement consulting firm, today announced that it intends to
commence a modified “Dutch auction” tender offer to purchase up to $35.75
million in value of its common stock par value $0.001 per share (“Common
Stock”) within thirty days of this announcement. This would represent
approximately 17 percent of its outstanding common shares at the high end of
the pricing range. The Company intends to finance the share repurchase from
borrowings under a new term loan component of its existing credit facility. An
amendment to the credit facility to implement the new term loan component is
expected to be entered into in the coming weeks.

"The tender offer reflects our continued commitment to enhancing shareholder
value and provides an attractive use of our capital given Hackett's strong
cash flow and current market valuation," commented Ted A. Fernandez, Chairman
and Chief Executive Officer of The Hackett Group. "We are very pleased to have
the ability to return value to our shareholders while providing continued
flexibility to pursue our growth initiatives. We continue to believe
significant value exists in our current operations through the execution of
our long-term business strategies."

Modified Dutch Auction Tender Offer

Hackett will offer to purchase up to $35.75  million in value of its Common
Stock at a price not greater than $6.50 nor less than $5.75  per share. In
accordance with the rules of the Securities and Exchange Commission (“SEC”),
Hackett may increase the number of shares of stock accepted for payment in the
offer by no more than 2 percent of the outstanding stock without amending or
extending the offer. On August 5 , 2013, the closing price of Common Stock was
$5.57  per share. The Company intends for the tender offer to commence within
thirty days of this announcement and the tender offer will remain open for at
least twenty business days following the date of the commencement of the
offer.

A modified “Dutch auction” tender offer allows stockholders to indicate how
much stock and at what price within the range they wish to tender their stock.
Based on the number of shares tendered and the prices specified by the
tendering stockholders, Hackett will determine the lowest price per share that
will enable it to purchase $35.75 million in value of Common Stock at such
price, subject to the terms of the tender offer. All stock purchased in the
tender offer will be purchased at the same price, even if the stockholder
tendered at a lower price, so in some cases Hackett may purchase stock at a
price above the price indicated by the stockholder tendering that stock. If
the tender offer is fully subscribed, then $35.75  million in value of Common
Stock at the purchase price determined by Hackett will be purchased (subject
to Hackett’s above-referenced ability to increase such numbers of shares),
representing approximately 17  percent to 20  percent of outstanding Common
Stock as of August 2, 2013.

If, at the final purchase price, shares representing more than $35.75  million
in value of Common Stock at the applicable purchase price (or such greater
number of shares as Hackett may choose to purchase without amending or
extending the offer) are properly tendered, not properly withdrawn from and
accepted pursuant to the offer to purchase, Hackett will purchase stock
tendered at or below that price on a pro rata basis. The tender offer will not
be conditioned upon any minimum number of shares being tendered. The tender
offer will be, however, subject to certain conditions described in the tender
offer documents, which will be distributed to stockholders within thirty
business days. These documents will also contain tendering instructions and a
complete explanation of the tender offer’s terms and conditions.

While Hackett’s Board of Directors has authorized the Company to make the
tender offer, neither Hackett nor its Board of Directors make any
recommendation to any stockholder as to whether to tender or refrain from
tendering any stock or as to the price or prices at which stockholders may
choose to tender their stock. Hackett has not authorized any person to make
any such recommendation. Stockholders must decide whether to tender their
stock and, if so, how much stock to tender and at what price or prices. In
doing so, stockholders should carefully evaluate all of the information in the
tender offer documents, when available, before making any decision with
respect to the tender offer, and should consult their own financial and tax
advisors.

The tender offer described in this release has not yet commenced. This press
release is for informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any shares of Common Stock. The solicitation
and offer to buy Common Stock will only be made pursuant to the offer to
purchase and the other tender offer documents, which are expected to be
distributed to stockholders within thirty days of this announcement. A free
copy of the tender offer documents that will be filed by Hackett with the SEC
may be obtained when filed from the SEC’s website at www.sec.gov or from
Hackett’s website at www.thehackettgroup.com. Stockholders are urged to read
these materials, when available, carefully prior to making any decision with
respect to the offer.

Additional Announcement

The Hackett Group, Inc. also stated that, following the issuance of this
release, it was also separately issuing its financial results for the second
quarter, which ended June 28, 2013.

Forward-Looking Statements

This press release contains “forward-looking statements” and involves known
and unknown risks, uncertainties and other factors that may cause The Hackett
Group’s actual results, performance or achievements to be materially different
from the results, performance or achievements expressed or implied by the
forward-looking statements. Factors that impact such forward-looking
statements include, among others, the ability of our products, services, or
practices mentioned in this release to deliver the desired effect, our ability
to effectively integrate acquisitions into our operations, our ability to
retain existing business, our ability to attract additional business, our
ability to effectively market and sell our product offerings and other
services, the timing of projects and the potential for contract cancellations
by our customers, changes in expectations regarding the business consulting
and information technology industries, our ability to attract and retain
skilled employees, possible changes in collections of accounts receivable due
to the bankruptcy or financial difficulties of our customers, risks of
competition, price and margin trends, foreign currency fluctuations, changes
in general economic conditions and interest rates, our ability to obtain debt
financing through additional borrowings under an amendment to our existing
credit facility to fund the proceeds for the Dutch auction as well as other
risks detailed in our reports filed with the SEC. We undertake no obligation
to update or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by
law.

About The Hackett Group, Inc.

The Hackett Group, Inc. (NASDAQ: HCKT), a global strategic business advisory
and 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 engagements, executives use The Hackett
Group's empirically-based approach to quickly define and implement initiatives
to 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.

More information on The Hackett Group is available: by phone at (770)
225-7300; by e-mail at info@thehackettgroup.com.

Contact:

The Hackett Group, Inc.
Robert A. Ramirez, CFO, 305-375-8005
rramirez@thehackettgroup.com
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