CGI acquires Logica

Creating a global technology champion with scale, expertise and end-to-end capabilities

CGI strongly believes this transaction will strengthen its capabilities across the key attributes of a global leader in IT and business process services. The combined company will have approximately 72,000 professionals in 43 countries and revenue of $10.4 billion to deliver exceptional scale and value to all of our stakeholders.

• Clients will have access to the best mix of business and technology expertise as well as an unmatched combination of local and global delivery options.(Learn more)
• The increased global reach of the combined company will provide greater career opportunities for professionals, who represent talented experts with a reputation for client satisfaction.
• The combined business will offer shareholders the superior and industry leading returns we have delivered historically.

Learn more about the transaction

• Announcements
• Announcement under Rule 2.7 of the UK Takeover Code (the "Annoucement")
• CGI to acquire Logica creating a global technology champion with significant presence throughout the Americas, Europe and Asia
• Announcement by Logica plc concerning the sending of the Scheme of Arrangement document relating to the acquisition to its shareholders
• CGI announces the expected timetable for the completion of the recommended acquisition of Logica
• Logica shareholders vote overwhelmingly in favour of accepting CGI offer
• Court Sanction of Scheme RNS Announcement
• Reduction of Capital and Scheme Effective RNS Announcement
• Suspension of Listing and Delisting of Logica RNS Announcement
• Notice of cancellation
• Delisting and cancellation of trading
• Confirmation of cancellation of the listing of Logica on the LSE

• Webcast
• Conference call with analysts: May 31, 2012 at 8:00 a.m. EDT (View the replay)

• Other documentation
• The irrevocable undertakings referred to in paragraph 5 of the Announcement
  • Irrevocable Undertaking from Andrew Green
  • Irrevocable Undertaking from Artemis Investment Management LLP
  • Irrevocable Undertaking from David Tyler
  • Irrevocable Undertaking from Frédéric Rose
  • Irrevocable Undertaking from Himanshu Raja
  • Irrevocable Undertaking from Jan Babiak
  • Irrevocable Undertaking from Noël Harwerth
  • Irrevocable Undertaking from Schroder Investment Management Limited
  • Irrevocable Undertaking from Sergio Giacoletto-Roggio
  • Irrevocable Undertaking from Wolfhart Hauser
• Subscription Agreement (redacted) referred to in paragraph 12 of the Announcement, including as Schedule D, the Registration Rights Agreement also referred to in paragraph 12 of the Announcement
  • Signed copy
  • English translation
• Subscription Agreement, unredacted version
• Subscription Receipt Agreement referred to in paragraph 12 of the Announcement
  • Signed copy
  • English translation
• Credit Agreement referred to in paragraph 12 of the Announcement
• Fee Letter (redacted) addressed to CGI by Canadian Imperial Bank of Commerce, National Bank of Canada and Toronto Dominion Bank
• Fee Letter addressed to CGI by Canadian Imperial Bank of Commerce, National Bank of Canada and Toronto Dominion Bank, unredacted version
• Syndication Letter addressed to CGI by Canadian Imperial Bank of Commerce, National Bank of Canada and Toronto Dominion Bank
• Confidentiality Agreement referred to in paragraph 13 of the Announcement
• Cooperation Agreement referred to in paragraph 14 of the Announcement
• CGI Group Inc.’s Articles of Incorporation
• CGI Group Europe Limited’s Articles of Association
• CGI’s existing Credit Agreement, as amended
• Goldman Sachs consent letter relating to the Scheme document
• Scheme of Arrangement for the acquisition of Logica plc pursuant to the UK Companies Act 2006 sent to Logica plc’s shareholders
• Form of general meeting proxy sent to Logica plc’s shareholders
• Form of Court meeting proxy sent to Logica plc’s shareholders
• Public Dealing Disclosure by CGI Group Holdings Europe Limited dated July 31, 2012
• Registration rights agreement