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The Hackett Group, Inc. Commences $35.75 Million Dutch Auction Tender Offer

  The Hackett Group, Inc. Commences $35.75 Million Dutch Auction Tender Offer

Business Wire

MIAMI -- August 28, 2013

The Hackett Group, Inc. (NASDAQ: HCKT), a global strategic advisory and
business transformation consulting firm, today announced that it has commenced
its previously announced modified "Dutch auction" tender 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. The tender offer begins today, August 28,
2013, and will expire at 5:00 p.m., New York City time, on September 26, 2013,
unless extended. The Company intends to pay for the share repurchase by
utilizing its existing credit facility which has been increased by an
additional $25 million in term loan borrowing capacity on substantially
similar terms as the Company’s existing term loan.

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.

Hackett's 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 the
Company 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 Common Stock holdings and Mr. Wix up to approximately 34% of his
respective Common Stock holdings, in each case excluding vested and unvested
options, unvested restricted stock units and unvested stock appreciation
rights. Hackett's other directors have advised the Company that they do not
intend to tender Common Stock in the offer. However, Messrs. Hamlin and Harris
have also advised the Company that they may sell up to 27% and 31%,
respectively, of their outstanding Common Stock, as soon as practicable after
the completion of the tender offer, subject to market conditions and
applicable law.

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 $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 below-referenced ability to increase such numbers of shares),
representing approximately 17.4 percent to 19.7 percent of outstanding Common
Stock as of August 15, 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. On August 6, 2013,
the last full trading day prior to our announcement of the offer, the last
reported sale price of Common Stock was $5.53 per share. The tender offer will
expire at 5:00 p.m., New York City time, on September 26, 2013, unless
extended.

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 is, however, subject to certain conditions described in the tender offer
documents, which are being distributed to stockholders today. These documents
also contain tendering instructions and a complete explanation of the tender
offer’s terms and conditions

The Company intends to pay for the share repurchase with a combination of cash
on hand, up to $10 million of borrowings under its $20 million revolving line
of credit, and an additional $25 million of borrowings under its amended and
restated $40 million term loan component of its existing credit facility with
Bank of America, N.A. (which term loan has an outstanding balance of $15
million). On August 27, 2013, the Company amended its credit agreement with
Bank of America to provide the additional $25 million of borrowing
availability under the term loan and to extend the maturity date on the credit
facility to August 27, 2018. The new term loan will accrue interest at the
same rate and be on terms substantially similar to Hackett’s existing term
loan.

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 being
distributed to stockholders. A free copy of the tender offer documents that
will be filed by Hackett with the SEC may be obtained when filed from the
SEC’s website at www.sec.gov or from Hackett’s website at
www.thehackettgroup.com, or by calling Georgeson Inc., the information agent
for the tender offer, at (866) 628-6023 (toll free). Stockholders are urged to
read these materials, when available, carefully prior to making any decision
with respect to the offer. Stockholders who have questions may call Georgeson
Inc., the information agent for the tender offer, at (866) 628-6023 (toll
free).

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 and our ability to obtain
debt financing through additional borrowings under an amendment to our
existing credit facility, 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.

Contact:

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