Offer to Purchase for Cash
by
CRA International, Inc.
of
Up to $30,000,000 in Value of Shares of its Common Stock
At a Purchase Price Not Less Than $18.00
Nor Greater Than $19.75 Per Share
THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON MARCH 21, 2016, UNLESS THE TENDER OFFER IS EXTENDED.
February 22, 2016
To Our Clients:
Enclosed for your consideration are the offer to purchase, dated February 22, 2016, and the related letter of transmittal (which, together with any supplements or amendments thereto, collectively constitute the "tender offer"), in connection with the tender offer by CRA International, Inc., a Massachusetts corporation ("CRA" or "we"), to purchase for cash up to $30,000,000 in value of shares of its common stock, no par value (the "shares"), at a price per share not less than $18.00 nor greater than $19.75, net to the seller in cash, less applicable withholding taxes and without interest, upon the terms and subject to the conditions of the tender offer.
Given the prices specified by tendering shareholders and the number of shares properly tendered and not properly withdrawn, CRA will select the lowest price between (and including) $18.00 and $19.75 per share (the "Purchase Price") that will enable it to purchase $30,000,000 in value of shares, or a lower amount depending on the number of shares that are properly tendered and not properly withdrawn. If, based on the purchase price CRA determines, shares having an aggregate value of less than $30,000,000 are properly tendered and not properly withdrawn, CRA will buy all the shares that are properly tendered and not properly withdrawn. All shares purchased by CRA under the tender offer will be purchased at the same per share price.
All shares properly tendered before the expiration date (as specified in Section 1 of the offer to purchase) at prices at or below the Purchase Price and not properly withdrawn will be purchased by CRA at the Purchase Price, net to the seller in cash, less applicable withholding taxes and without interest, upon the terms and subject to the conditions of the tender offer, including the "odd lot," proration and conditional tender provisions thereof. All shares tendered at prices in excess of the Purchase Price and all shares that CRA does not accept for purchase because of proration or conditional tenders will be returned at CRA's expense to the shareholders that tendered such shares promptly after the expiration date. Subject to certain limitations and legal requirements, we reserve the right to accept for payment, according to the terms and conditions of the tender offer, up to an additional 2% of outstanding shares of our common stock (or 178,559 shares).
We are the owner of record of shares held for your account. As such, we are the only ones who can tender your shares, and then only pursuant to your instructions. We are sending you the letter of transmittal for your information only. You cannot use the letter of transmittal to tender shares we hold for your account. The letter of transmittal must be completed and executed by us, according to your instructions.
Please instruct us as to whether you wish us to tender, on the terms and subject to the conditions of the tender offer, any or all of the shares we hold for your account, by completing and signing the Instruction Form enclosed herein.
Please note carefully the following:
If you wish to have us tender any or all of your shares, please instruct us to that effect by completing, executing, and returning to us the enclosed Instruction Form. A pre-addressed envelope is enclosed for your convenience. If you authorize us to tender your shares, we will tender all of the
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shares that we hold beneficially for your account unless you specify otherwise on the enclosed Instruction Form.
Please forward your completed Instruction Form to us in a timely manner to give us ample time to permit us to submit the tender on your behalf before the expiration date of the tender offer. The tender offer, proration period and withdrawal rights will expire at 5:00 p.m., Eastern Time, on March 21, 2016, unless the tender offer is extended.
As described in the offer to purchase, if more than $30,000,000 in value of shares, or such greater amount as CRA may elect to purchase in accordance with applicable law, are properly tendered at or below the Purchase Price and not properly withdrawn before the expiration date, then CRA will accept shares for purchase at the Purchase Price in the following order of priority:
The tender offer is being made solely under the offer to purchase and the letter of transmittal and is being made to all record holders of shares. The tender offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares residing in any jurisdiction in which the making of the tender offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.
YOUR PROMPT ACTION IS REQUESTED. PLEASE FORWARD YOUR COMPLETED INSTRUCTION FORM TO US IN AMPLE TIME TO PERMIT US TO SUBMIT THE TENDER ON YOUR BEHALF BEFORE THE EXPIRATION OF THE TENDER OFFER.
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Instruction Form with Respect to
Offer to Purchase for Cash
by
CRA International, Inc.
of
Up to $30,000,000 in Value of Shares of its Common Stock
At a Purchase Price Not Less Than $18.00
Nor Greater Than $19.75 Per Share
The undersigned acknowledge(s) receipt of your letter in connection with the tender offer by CRA International, Inc., a Massachusetts corporation ("CRA"), to purchase up to $30,000,000 in value of shares of its common stock, no par value (the "shares"), at a price per share not less than $18.00 nor greater than $19.75, net to the seller in cash, less applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the offer to purchase, dated February 22, 2016, and the related letter of transmittal (which, together with any supplements or amendments thereto, collectively constitute the "tender offer").
The undersigned understands that, given the prices specified by tendering shareholders and the number of shares properly tendered and not properly withdrawn, CRA will select the lowest price between (and including) $18.00 and $19.75 per share (the "Purchase Price") that will enable it to purchase $30,000,000 in value of shares, or a lower amount depending on the number of shares that are properly tendered and not properly withdrawn. If, based on the purchase price CRA determines, shares having an aggregate value of less than $30,000,000 are properly tendered and not properly withdrawn, CRA will buy all the shares that are properly tendered and not properly withdrawn. All shares purchased by CRA under the tender offer will be purchased at the same per share price. CRA will purchase all shares properly tendered at prices at or below the Purchase Price (and not properly withdrawn) at the Purchase Price, net to the seller in cash, less applicable withholding taxes and without interest, upon the terms and subject to the conditions of the tender offer, including the odd lot, proration and conditional tender provisions described in the offer to purchase. Shares tendered at prices in excess of the Purchase Price and shares that CRA does not accept for purchase because of proration or conditional tenders will be returned at CRA's expense to the shareholders that tendered such shares as promptly as practicable after the expiration date.
The undersigned hereby instruct(s) you to tender to CRA the number of shares indicated below or, if no number is indicated, all shares you hold for the account of the undersigned, at the price per share indicated below, in accordance with the terms and subject to the conditions of the tender offer.
NUMBER OF SHARES TO BE TENDERED BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED:
CHECK ONE AND ONLY ONE BOX ON THIS PAGE. IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO NOT CHECK ANY BOX, YOU WILL HAVE FAILED TO PROPERLY TENDER ANY SHARES.
THE PRICE AT WHICH YOU ARE TENDERING SHARES
(See Instruction 5 of the letter of transmittal)
SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER:
(See Instruction 5 of the letter of transmittal)
SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER:
(See Instruction 5 of the letter of transmittal)
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned tenders shares at the price checked. This action could result in none of the shares being purchased if the Purchase Price is less than the price checked below. A shareholder who desires to tender shares at more than one price must complete a separate letter of transmittal for each price at which the shareholder tenders shares. You cannot tender the same shares at more than one price, unless you have previously properly withdrawn those shares tendered at a different price in accordance with Section 4 of the offer to purchase.
Price (in Dollars) Per Share at Which Shares Are Being Tendered
| o $18.00 | o $18.25 | o $18.50 | |||
o $18.75 |
o $19.00 |
o $19.25 |
|||
o $19.50 |
o $19.75 |
You WILL NOT have properly tendered your shares
unless you check ONE AND ONLY ONE BOX ON THIS PAGE
ODD LOTS
(See Instruction 6 of the letter of transmittal)
This section is to be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.
In addition, the undersigned is tendering shares either (check ONE box):
CONDITIONAL TENDER
(See Instruction 11 of the letter of transmittal)
A tendering shareholder may condition his, her or its tender of shares upon CRA purchasing a specified minimum number of the shares tendered, as described in Section 6 of the offer to purchase. Unless CRA purchases at least the minimum number of shares you indicate below pursuant to the terms of the tender offer, CRA will not purchase any of the shares tendered below. It is the tendering shareholder's responsibility to calculate that minimum number and each shareholder should consult his or her own tax advisor in doing so. Unless you check the box immediately below and specify, in the space provided, a minimum number of shares that CRA must purchase from you if CRA purchases any shares from you, CRA will deem your tender offer unconditional.
If, because of proration, CRA will not purchase the minimum number of shares from you that you designate, CRA may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his, her or its shares. To certify that you are tendering all of your shares, check the box below.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, WE RECOMMEND REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED. IN ALL CASES, PLEASE ALLOW SUFFICIENT TIME TO ASSURE DELIVERY.
—PLEASE SIGN ON THE NEXT PAGE—