HELSINKI, Finland, Aug. 22, 2017 - CGI (NYSE: GIB) (TSX: GIB.A) today announced an all-cash tender offer of €4.55 per share to acquire through its wholly owned subsidiary CGI Nordic Investments Limited, all outstanding shares of Affecto Plc, a leading provider of business intelligence and enterprise information management solutions and services. Affecto's Board of Directors is unanimously recommending that its shareholders accept CGI's offer, which represents a total price of €98 million, or approximately C$146 million, a 29.3% premium to its closing price on August 21, 2017. The company currently trades under the symbol AFE1V on the Nasdaq Helsinki exchange. The tender offer is subject to a number of conditions, including approval by the relevant regulatory authorities, such as competition authorities, and CGI gaining control of more than 90% of the outstanding shares of Affecto. The transaction is expected to close in Q1 F2018.
Adding to CGI's recognized digital expertise in analytics and data science, Helsinki-based Affecto would bring more than 1000 highly-skilled professionals from across 18 offices in Finland, Sweden, Norway, Denmark as well as Poland, Latvia and Lithuania. With robust strategic consulting, system integration, cloud, data analytics and digital transformation capabilities, Affecto will further complement CGI's global expertise across several in-demand digital transformation areas. Over the last twelve months, Affecto has generated revenue of €119.8 million.
"The offer to merge with Affecto aligns with CGI's plan to profitably double the company in five to seven years through a combination of acquisitions and organic growth," said George D. Schindler, CGI President and Chief Executive Officer. "In turn, for the benefit of our respective clients, CGI brings Affecto depth and end-to-end capabilities, including access to a network of global and onshore delivery centers, robust intellectual property portfolio, managed services and high-end IT consulting. We will continue to implement an established build-and-buy strategy that adds to our strength in the Nordics and around the globe."
"We look forward to welcoming Affecto professionals into the CGI family as member-owners, sharing and collaborating as highly skilled innovators that are focused on delivering value to clients," said Heikki Nikku, CGI President of Nordics operations. "By merging with the global reach and resources of CGI, the powerful combination creates unique career opportunities for CGI professionals in the Nordics as we pursue profitable future growth together."
About CGI in the Nordics
With nearly 8,000 professionals in 55 offices across Denmark, Estonia, Finland, Norway and Sweden, CGI has a strong local presence across the Nordic IT services market. With a deep commitment to being the best in our industry across the Nordics and around the world, CGI serves as a market leader in end-to-end IT and business consulting services, solutions and outsourcing services. CGI's Nordic operation serves thousands of clients in public and private organisations to help them achieve operational efficiencies while harnessing innovation to better serve the digital needs of their customers and citizens
This press release is not intended to form the basis of any investment decision. It does not constitute an offer or invitation for the sale or purchase of any securities, businesses and/or assets or any recommendation or commitment by CGI or any other person and neither this press release, nor its contents nor any other written or oral information made available in connection with the transaction shall form the basis of any contract. This press release has been prepared without reference to the particular investment objectives, financial situation, taxation position or particular needs of the reader.
Founded in 1976, CGI Group Inc. is the fifth largest independent information technology and business process services firm in the world. Approximately 70,000 professionals serve thousands of global clients from offices and delivery centers across the Americas, Europe and Asia Pacific, leveraging a comprehensive portfolio of services including high-end business and IT consulting, systems integration, application development and maintenance, infrastructure management as well as 150 IP-based services and solutions. With annual revenue in excess of C$10 billion and an order backlog exceeding C$20 billion, CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB). Website: www.cgi.com.
Affecto is a Northern European full-stack data house with expertise in data intensive technologies. Their expertise ranges from enterprise information management to artificial intelligence. Affecto creates business value for its customers by helping them become data driven, thus transforming their businesses. Affecto has long term, committed customer relationships with a large number of essential Northern European companies as well as public institutions. Affecto has a local presence with 18 offices forming a powerful grid, and is a unique home for our 1000+ employees.
All statements in this press release that do not directly and exclusively relate to historical facts constitute "forward-looking statements" within the meaning of that term in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended, and are "forward-looking information" within the meaning of Canadian securities laws. These statements and this information represent CGI's intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, of which many are beyond the control of the Company. These factors could cause actual results to differ materially from such forward-looking statements or forward-looking information. These factors include but are not restricted to: the timing and size of new contracts; acquisitions and other corporate developments; the ability to attract and retain qualified members; market competition in the rapidly evolving IT industry; general economic and business conditions; foreign exchange and other risks identified in the press release, in CGI's annual and quarterly Management's Discussion and Analysis ("MD&A"), in CGI's Annual Report, in CGI's Annual Report on Form 40-F filed with the U.S. Securities and Exchange Commission (filed on EDGAR at www.sec.gov), and in the Company's Annual Information Form filed with the Canadian securities authorities (filed on SEDAR at www.sedar.com), as well as assumptions regarding the foregoing. The words "believe," "estimate," "expect," "intend," "anticipate," "foresee," "plan," and similar expressions and variations thereof, identify certain of such forward-looking statements or forward-looking information, which speak only as of the date on which they are made. In particular, statements relating to future performance are forward-looking statements and forward-looking information. CGI disclaims any intention or obligation to publicly update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements or on this forward-looking information.
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