BOSTON--(BUSINESS WIRE)--Feb. 22, 2016--
Charles River Associates (NASDAQ: CRAI), a worldwide leader in providing
economic, financial, and management consulting services, today announced
the commencement of a modified “Dutch auction” self-tender offer to
purchase for cash up to $30 million in value of shares of its common
stock at a price within (and including) the range of $18.00 to $19.75
per share. The closing price of CRA’s common stock on Friday, February
19, 2016, the last full trading day prior to the commencement of the
tender offer, was $17.14 per share.
“Return-of-capital initiatives such as this buyback, and our existing
share repurchase plan, are key elements in our capital allocation
strategy,” said Paul Maleh, CRA’s President and Chief Executive Officer.
“Today’s announcement underscores our confidence in CRA’s growth
prospects and our commitment to provide value for our shareholders.”
The tender offer will expire at 5:00 pm, Eastern Time, on Monday, March
21, 2016, unless extended by CRA. Tenders of CRA’s common stock must be
made prior to the expiration of the tender offer and may be withdrawn at
any time prior to the expiration of the tender offer.
CRA intends to finance the tender offer with cash on hand and by
borrowing under its existing revolving credit facility.
The modified “Dutch auction” will allow shareholders to indicate how
many shares and at what price or prices within CRA’s specified range
they wish to tender. Based on the number of shares tendered and the
prices specified by the tendering shareholders, CRA will determine the
lowest price per share within the range that will enable it to purchase
up to $30 million of its common stock or a lesser amount if the offer is
not fully subscribed. CRA also reserves the right to purchase up to an
additional 2% of its shares outstanding pursuant to and without amending
or extending the tender offer.
Certain Information Regarding the Tender Offer
Georgeson Securities Corporation is acting as the dealer manager for the
tender offer and Georgeson Inc. will serve as information agent. The
depositary is Computershare Trust Company, N.A. For more information
about the tender offer, please contact Georgeson Inc. at (800) 213-0473.
While CRA’s board of directors has authorized the tender offer, none of
CRA, its directors and officers, the dealer manager or the information
agent is making any recommendation to shareholders on whether or not to
tender their shares. Shareholders 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 to tender them. In doing so, shareholders
should read carefully the information in the Offer to Purchase and the
Letter of Transmittal relating to the tender offer that are being
distributed to shareholders and filed with the Securities and Exchange
Commission today. Shareholders are urged to discuss their decision with
their tax advisors, financial advisors and/or brokers.
This press release is for informational purposes only and is not an
offer to buy or a solicitation of an offer to sell any shares of CRA’s
common stock. The offer is being made solely by the Offer to Purchase
and the related Letter of Transmittal, as they may be amended or
supplemented. Shareholders and investors are urged to read CRA’s Tender
Offer Statement on Schedule TO, which is being filed with the Securities
and Exchange Commission in connection with the tender offer and includes
as exhibits the Offer to Purchase, the related Letter of Transmittal and
other offer materials, as well as any amendments or supplements to the
Schedule TO when they become available, because they contain important
information. Each of these documents has been or will be filed with the
Securities and Exchange Commission, and investors may obtain them for
free from the Securities and Exchange Commission at its website (www.sec.gov)
or from Georgeson Inc., the information agent for the tender offer, by
telephone toll-free at (800) 213-0473 or in writing to 480 Washington
Boulevard, 26th Floor, Jersey City, NJ 07310.
About Charles River Associates (CRA)
Charles River Associates® is a global consulting firm specializing in
litigation, regulatory, financial, and management consulting. CRA
advises clients on economic and financial matters pertaining to
litigation and regulatory proceedings, and guides corporations through
critical business strategy and performance-related issues. Since 1965,
clients have engaged CRA for its unique combination of functional
expertise and industry knowledge, and for its objective solutions to
complex problems. Headquartered in Boston, CRA has offices throughout
the world and celebrated its 50th anniversary in 2015.
Detailed information about Charles River Associates, a registered trade
name of CRA International, Inc., is available at www.crai.com.
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Statements in this press release concerning the completion of the
tender offer and the payment for shares related thereto, and our future
business, operating results and financial condition, are
“forward-looking” statements as defined in Section 21 of the Exchange
Act. These statements are based upon our current expectations and
various underlying assumptions. Although we believe there is a
reasonable basis for these statements and assumptions, and these
statements are expressed in good faith, these statements are subject to
a number of additional factors and uncertainties. These factors
include, but are not limited to, the possibility that shareholders may
not tender their shares in the tender offer or other conditions to
completion of the tender offer are not satisfied and, with respect to
our future business, operating results and financial condition, the loss
of key employee consultants or non-employee experts; their failure to
generate engagements for us; the unpredictable nature and risk of
litigation-related projects; dependence on the growth of our management
consulting practice; the change in demand for our services; the
potential loss of clients; changes in the law that affect our practice
areas; and global economic conditions. For further details of the risks
to the tender offer, you should read our filings with the Securities and
Exchange Commission related to the tender offer, including our Schedule
TO and the documents referred to therein. Further information on the
above factors and other potential factors that could affect our future
business, operating results and financial condition is included in our
periodic filings with the Securities and Exchange Commission, including
risks under the heading “Risk Factors.” We cannot guarantee any
future results, levels of activity, performance or achievement. We
undertake no obligation to update any forward-looking statements after
the date of this press release, and we do not intend to do so.
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Source: Charles River Associates
Charles River Associates
Chad Holmes, 312-377-2322
Sharon Merrill Associates, Inc.