NAVIGANT CONSULTING INC

election_required = True...shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price and do not properly withdraw them prior to the Expiration Time, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guarantee Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Once I have tendered shares in the Tender Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 5:00 p.m., New York City time, on...

expiry = 2007-06-07...on Stock (including the associated Preferred Stock Purchase Rights) at a Purchase Price Not Greater Than $22.50 nor Less Than $19.50 Per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 7, 2007, UNLESS THE TENDER OFFER IS EXTENDED. Navigant Consulting, Inc., a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to 10.5 million shares of its common stock, par value $0.001 per share (the “common stock”),...

listed = True...ill be deemed an ongoing right that may be asserted at any time and from time to time prior to the Expiration Time. Any determination by us concerning the events described above will be final and binding on all parties. 8. Price Range of the Shares The shares are traded on the NYSE under the symbol “NCI”. The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by the NYSE based on published financial sources. High Low Year Ending December 31, 2007: Second Quarter (through May 8, 2007) $ 20.21 $ 18.99 First Quarter $ 21.60 $ 18.40 Year Ended December 31,...

mechanism = DUTCH...e complete discussion where helpful. Who is offering to purchase my shares? Navigant Consulting, Inc. What will the purchase price for the shares be and what will be the form of payment? We are conducting the Tender Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Tender Offer is $22.50 to $19.50 per share. After the Tender Offer expires, we will look at the prices chosen by shareholders for all of the shares properly ten...

must_tender_all = True...s we may elect to accept for payment, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares: • first, from holders of “odd lots” of less than 100 shares who properly tender all of their shares at or below the purchase price determined in the Tender Offer and do not properly withdraw them before the Expiration Time; • second, from shareholders who properly tender shares at or below the purchase price determined in the Tender Offer, and do not properly withdraw them before the Expiration Time, on a pro rata basis (except for sha...

price = USD 22.5...s will constitute a tender of the rights. How will the Company pay for the shares? Assuming that the maximum of 10.5 million shares are tendered in the Tender Offer at the maximum purchase price of $22.50 per share, the aggregate purchase price will be approximately $236.25 million. We anticipate that we will pay for the shares tendered in the Tender Offer, as well as pay related fees and expenses, by borrowing approximately $240...

threshold = 100...es at or below the purchase price we determine. 4 Table of Contents Odd Lots. The term “odd lots” means shares properly tendered prior to the Expiration Time at prices at or below the purchase price selected by us and not properly withdrawn by any person (an “Odd Lot Holder”) who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this priority, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any pror...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 dex99a1a.htm OFFER TO PURCHASE, DATED MAY 9, 2007 Offer to Purchase, dated May 9, 2007 Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by NAVIGANT CONSULTING, INC. of Up to 10.5 million Shares of its Common Stock (including the associated Preferred Stock Purchase Rights) at a Purchase Price Not Greater Than $22.50 nor Less Than $19.50 Per Share THE TEND...