Charles River Associates (CRA) announces launch of tender offer to purchase up to $ 25 million of its common shares
BOSTON–(BUSINESS WIRE) – Charles River Associates (NASDAQ: CRAI), a global leader in providing economic, financial and management consultancy services, today announced the launch of a modified “Dutch auction” takeover bid to purchase up to $ 25 million in cash value of shares of its common stock at a price of between $ 66.25 and $ 76.00 per share. The closing price of ARC’s common shares on Friday, March 5, 2021, the last full trading day before the start of the takeover bid, was $ 66.16 per share.
“We continue to seek opportunities to maximize the long-term value per share of the CRA through prudent deployment of capital, ”said Paul Maleh, President and CEO of the CRA. “Today’s announcement confirms our previously stated goal of returning half of adjusted net cash flow from operations to our shareholders and reflects our continued confidence in the company.
The take-over bid will expire at 5:00 p.m. Eastern Time on Monday, April 5, 2021, unless extended by the CRA. Offers of CRA common stock must be made prior to the expiration of the offer to purchase and may be withdrawn at any time prior to the expiration of the offer to purchase.
The CRA intends to fund the takeover bid with borrowings under its revolving credit facility and cash.
The amended Dutch auction will allow shareholders to indicate how many shares and at what price (s) within the range specified by the CRA they wish to offer. Based on the number of shares deposited and the prices specified by the bidding shareholders, the CRA will determine the lowest share price within the range that will allow it to purchase up to $ 25 million of its common stock or a lower amount if the offer is not fully subscribed. ARC also reserves the right to purchase up to an additional 2% of its outstanding shares in accordance with and without modifying or extending the tender offer.
Certain information concerning the takeover bid
Georgeson Securities Corporation is acting as broker-manager for the takeover bid and Georgeson LLC will act as information agent. The custodian is Computershare Trust Company, NA. For more information on the takeover bid, please contact Georgeson LLC at (800) 676-0098.
Although the CRA board of directors has authorized the take-over bid, none of the members of the CRA, its directors and officers, the broker-manager or the information agent makes a 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 (s) at which to tender. In doing so, shareholders should carefully read the information contained in the Offer to Purchase and Letter of Transmittal relating to the tender offer that is being distributed to shareholders and filed today with the Securities and Exchange Commission. . Shareholders are urged to discuss their decision with their tax advisers, financial advisers and / or brokers.
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell CRA common shares. Offer is made only by offer to purchase and related letter of transmittal, as may be amended or supplemented. Shareholders and investors are urged to read the ARC tender offer statement on Schedule TO, which is filed with the Securities and Exchange Commission in connection with the takeover bid and include as evidence the Offer to Purchase, related Letter of Transmittal and other documents relating to the Offer, as well as any amendments or supplements to Annex TO when they become available, as they contain important information. Each of these documents has been or will be filed with the Securities and Exchange Commission, and investors can obtain them free of charge from the Securities and Exchange Commission on its website (www.sec.gov) or Georgeson LLC, the information agent for the tender offer, by toll-free telephone at (800) 676-0098 or in writing at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104 .
About Charles River Associates (CRA)
Charles River Associates® is a leading global consulting firm specializing in economic, financial and management consultancy services. The CRA advises clients on economic and financial matters related to litigation and regulatory proceedings, and guides companies in critical business strategies and performance issues. Since 1965, clients have turned to the CRA for its unique combination of functional expertise and industry knowledge, and for objective solutions to complex problems. Based in Boston, the CRA has offices around the world. Detailed information about Charles River Associates, a registered business name of CRA International, Inc., can be found at: www.crai.com. follow us on LinkedIn, Twitter, and Facebook.
Non-GAAP financial measures
Adjusted net cash flow from operations is a financial measure used by the CRA that is not calculated in accordance with generally accepted accounting principles or US GAAP. Adjusted non-GAAP net operating cash flow is calculated by adding forgivable loan issuance, net of repayments, to GAAP net cash provided by (used in) operating activities.
Statements in this press release regarding the terms of the takeover bid and the Company’s ability to complete the tender offer, as well as our future business, results of operations and financial condition , are “forward-looking” statements as defined in article 21 of the Stock Exchange Law. These statements are based on our current expectations and various underlying assumptions. While we believe that there is a reasonable basis for such statements and assumptions, and that such statements are made in good faith, such 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 for the completion of the tender offer are not met. and, with respect to our future business, results of operations and financial condition; the possibility that the demand for our services will decrease due to changes in general and industry specific economic conditions; the effects of competitive services and prices; our ability to attract and retain key employed and non-employed experts; the inability to integrate and use existing consultants and staff; decline or reduction in work or project activity; global economic conditions, including less stable political and economic environments; the impact of the COVID-19 pandemic; and fluctuations in exchange rates. For more details on the risks associated with the take-over bid, you should read our documents filed with the Securities and Exchange Commission regarding the take-over bid, including our Schedule TO and the documents therein. mentioned. Further information on the above factors and other potential factors that could affect our future business, results of operations and financial condition is included in our annual report on Form 10-K for the year ended 2 January 2021 and in other periodic filings with Securities and Exchange. Commission, including the risks under the heading “Risk Factors”. We cannot guarantee any future results, level of activity, performance or achievement. We assume no obligation to update any forward-looking statements after the date of this press release, and we do not intend to do so.