Charles River Associates (CRA) pronounces launch of tender supply to buy as much as $ 25 million of its frequent shares
BOSTON–(BUSINESS WIRE) – Charles River Associates (NASDAQ: CRAI), a world chief in offering financial, monetary and administration consultancy companies, at present introduced the launch of a modified “Dutch public sale” takeover bid to buy as much as $ 25 million in money worth of shares of its frequent inventory at a value of between $ 66.25 and $ 76.00 per share. The closing value of ARC’s frequent shares on Friday, March 5, 2021, the final full buying and selling day earlier than the beginning of the takeover bid, was $ 66.16 per share.
“We proceed to hunt alternatives to maximise the long-term worth per share of the CRA by means of prudent deployment of capital, ”stated Paul Maleh, President and CEO of the CRA. “Immediately’s announcement confirms our beforehand acknowledged objective of returning half of adjusted internet money stream from operations to our shareholders and displays our continued confidence within the firm.
The take-over bid will expire at 5:00 p.m. Japanese Time on Monday, April 5, 2021, until prolonged by the CRA. Affords of CRA frequent inventory should be made previous to the expiration of the supply to buy and could also be withdrawn at any time earlier than the expiration of the supply to buy.
The CRA intends to fund the takeover bid with borrowings beneath its revolving credit score facility and money.
The amended Dutch public sale will permit shareholders to point what number of shares and at what value (s) inside the vary specified by the CRA they want to supply. Based mostly on the variety of shares deposited and the costs specified by the bidding shareholders, the CRA will decide the bottom share value inside the vary that can permit it to buy as much as $ 25 million of its frequent inventory or a decrease quantity if the supply isn’t totally subscribed. ARC additionally reserves the fitting to buy as much as an extra 2% of its excellent shares in accordance with and with out modifying or extending the tender supply.
Sure data in regards to the takeover bid
Georgeson Securities Company is performing as broker-manager for the takeover bid and Georgeson LLC will act as data agent. The custodian is Computershare Belief Firm, NA. For extra data on the takeover bid, please contact Georgeson LLC at (800) 676-0098.
Though the CRA board of administrators has licensed the take-over bid, not one of the members of the CRA, its administrators and officers, the broker-manager or the knowledge agent makes a suggestion. to shareholders on whether or not or to not tender their shares. Shareholders should make their very own determination as as to if to tender their shares and, if that’s the case, what number of shares to tender and the worth (s) at which to tender. In doing so, shareholders ought to rigorously learn the knowledge contained within the Supply to Buy and Letter of Transmittal referring to the tender supply that’s being distributed to shareholders and filed at present with the Securities and Trade Fee. . Shareholders are urged to debate their determination with their tax advisers, monetary advisers and / or brokers.
This press launch is for informational functions solely and doesn’t represent a proposal to purchase or the solicitation of a proposal to promote CRA frequent shares. Supply is made solely by supply to buy and associated letter of transmittal, as could also be amended or supplemented. Shareholders and buyers are urged to learn the ARC tender supply assertion on Schedule TO, which is filed with the Securities and Trade Fee in reference to the takeover bid and embody as proof the Supply to Buy, associated Letter of Transmittal and different paperwork referring to the Supply, in addition to any amendments or dietary supplements to Annex TO after they grow to be accessible, as they comprise vital data. Every of those paperwork has been or shall be filed with the Securities and Trade Fee, and buyers can get hold of them freed from cost from the Securities and Trade Fee on its web site (www.sec.gov) or Georgeson LLC, the knowledge agent for the tender supply, by toll-free phone at (800) 676-0098 or in writing at 1290 Avenue of the Americas, ninth Flooring, New York, NY 10104 .
About Charles River Associates (CRA)
Charles River Associates® is a number one international consulting agency specializing in financial, monetary and administration consultancy companies. The CRA advises purchasers on financial and monetary issues associated to litigation and regulatory proceedings, and guides firms in vital enterprise methods and efficiency points. Since 1965, purchasers have turned to the CRA for its distinctive mixture of practical experience and business information, and for its goal options to advanced issues. Based mostly in Boston, the CRA has places of work around the globe. Detailed details about Charles River Associates, a registered enterprise title of CRA Worldwide, Inc., may be discovered at: www.crai.com. observe us on LinkedIn, Twitter, and Fb.
Non-GAAP monetary measures
Adjusted internet money stream from operations is a monetary measure utilized by the CRA that isn’t calculated in accordance with usually accepted accounting rules or US GAAP. Adjusted non-GAAP internet working money stream is calculated by including forgivable mortgage issuance, internet of repayments, to GAAP internet money supplied by (utilized in) working actions.
Statements on this press launch relating to the phrases of the takeover bid and the Firm’s skill to finish the tender supply, in addition to our future enterprise, outcomes of operations and monetary situation , are “forward-looking” statements as outlined in article 21 of the Inventory Trade Legislation. These statements are primarily based on our present expectations and varied underlying assumptions. Whereas we consider that there’s a cheap foundation for such statements and assumptions, and that such statements are made in good religion, such statements are topic to various further components and uncertainties. These components embody, however will not be restricted to, the likelihood that shareholders might not tender their shares within the tender supply or different situations for the completion of the tender supply will not be met. and, with respect to our future enterprise, outcomes of operations and monetary situation; the likelihood that the demand for our companies will lower because of modifications generally and business particular financial situations; the consequences of aggressive companies and costs; our skill to draw and retain key employed and non-employed consultants; the lack to combine and use present consultants and employees; decline or discount in work or mission exercise; international financial situations, together with much less steady political and financial environments; the influence of the COVID-19 pandemic; and fluctuations in alternate charges. For extra particulars on the dangers related to the take-over bid, it is best to learn our paperwork filed with the Securities and Trade Fee relating to the take-over bid, together with our Schedule TO and the paperwork therein. talked about. Additional data on the above components and different potential components that might have an effect on our future enterprise, outcomes of operations and monetary situation is included in our annual report on Kind 10-Okay for the 12 months ended 2 January 2021 and in different periodic filings with Securities and Trade. Fee, together with the dangers beneath the heading “Danger Elements”. We can’t assure any future outcomes, degree of exercise, efficiency or achievement. We assume no obligation to replace any forward-looking statements after the date of this press launch, and we don’t intend to take action.