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The Hackett Group, Inc. (NASDAQ:HCKT) ("Hackett" or the "Company"), a leading generative artificial intelligence ("Gen AI") consultancy and executive advisory firm, today announced that it has commenced a modified "Dutch auction" tender offer to purchase up to $40 million in value of its common stock at a price not greater than $21.00 nor less than $18.30 per share. The tender offer begins today, November 5, 2025, and will expire at 12:00 midnight, New York City time, at the end of the day on December 4, 2025, unless extended or terminated by the Company.
A modified "Dutch auction" tender offer allows stockholders to indicate how many shares and at what price within the specified range they wish to tender their shares. Based on the number of shares tendered and the prices specified by the tendering stockholders, Hackett will determine the lowest price per share within the specified range that will enable it to purchase $40 million in value of common stock at such price, subject to the terms of the tender offer. All shares purchased in the tender offer will be purchased at the same price, which may be higher or lower than the market price immediately prior to or during the tender offer. If the tender offer is fully subscribed, then $40 million in value of common stock will be purchased, representing between 7.02% to 8.06% of Hackett's outstanding shares of common stock as of November 3, 2025, depending on the purchase price payable in the tender offer. In addition, in accordance with the rules of the Securities and Exchange Commission ("SEC"), Hackett may increase the number of shares accepted for payment in the offer by no more than 2% of the outstanding shares of common stock without amending or extending the offer. On November 4, 2025, the last full trading day prior to the commencement of the offer, the reported closing price of Hackett's common stock on the Nasdaq Stock Market was $17.66 per share. The Final Purchase Price determined in the tender offer may be lower than the reported closing price on the Expiration Date. The tender offer will expire at 12:00 midnight, New York City time, at the end of the day on December 4, 2025, unless extended or terminated by Hackett.
The tender offer is being made pursuant to the Company's share repurchase authorization, which has been increased by $40 million. The Company intends to pay for the share repurchase with a combination of cash on hand and cash borrowed under the Company's $100 million credit facility. The tender offer is not conditioned upon the receipt of any financing or any minimum number of shares being tendered. The tender offer is, however, subject to a number of other terms and conditions described in the offer to purchase, the related letter of transmittal and other tender offer materials, which will be sent to stockholders promptly after commencement of the tender offer.
Hackett's board of directors has authorized the tender offer, but none of Hackett, the members of its board of directors, the dealer manager, the information agent or the depositary makes any recommendation to any stockholder as to whether to tender or refrain from tendering any shares of common stock or as to the price or prices at which stockholders may choose to tender their shares. Hackett has also not authorized any person to make any such recommendation. Stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which they will tender their shares. In doing so, stockholders should consult their own financial and tax advisors and read carefully and evaluate the information in, or incorporated by reference in, the offer to purchase and in the letter of transmittal, including the reasons for the tender offer. All of our directors and executive officers have indicated that they do not currently intend to participate in the tender offer. The equity ownership of our non-tendering directors, executive officers and affiliates will increase as a percentage of our issued and outstanding shares following the consummation of the tender offer.
The dealer manager for the tender offer is BofA Securities, Inc. Georgeson LLC is serving as information agent for the tender offer, and Computershare Trust Company, N.A. is serving as the depositary for the tender offer.
Posted In: HCKT
