STOCKHOLM, March 11, 2019 - CGI (NYSE: GIB) (TSX: GIB.A) today announced an all-cash tender offer of SEK 41.45 per share to acquire through its wholly owned subsidiary CGI Nordic Holdings Limited, all outstanding shares of Acando (the "Offer"). Acando's consultants combine deep technical expertise with human behavioral insights to help clients maximize the power of technology to achieve their business goals. The Offer represents a 44.2% premium to Acando's closing price on March 8, 2019.
Acando's Board of Directors is unanimously recommending that its shareholders accept CGI's Offer, which represents a total price of SEK 4,320 million for all outstanding shares in Acando, including the assumption of SEK 93 million in net debt corresponding to approximately C$ 614.7 million. The company currently trades under the symbol ACAN B on the Nasdaq Stockholm 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 Acando. CGI Nordic has immediately prior to the announcement of the Offer entered into share purchase agreements with Svedulf Fastighets AB, Bjursund Invest AB and Svolder AB, to acquire in total 23,580,490 shares in Acando at a price of SEK 41.45 per share. The acquisition of 10,421,558 of the above-mentioned shares (class B shares) is being completed immediately. The acquisition of the remaining 13,158,932 of the above-mentioned shares (3,639,990 class A shares and 9,518,942 class B shares) will be completed upon approval by German competition law authorities, which is expected to be obtained no later than around one month after the date of announcement of the Offer.
The transaction is expected to close in Q3 F2019.
Stockholm-based Acando would add more than 2,100 highly skilled professionals to CGI from five countries across the region, notably in the major metro markets of Stockholm, Sweden; Oslo, Norway; and Hamburg, Germany. With robust strategic consulting, system integration, and customer-centric digital innovation capabilities, Acando will complement CGI's global footprint and expertise across key commercial sectors such as manufacturing and retail as well as government. For calendar 2018, Acando reported revenue of SEK 2,826 million (approximately C$402 million).
"CGI's offer to merge with Acando is aligned to the metro-market based element of our acquisition strategy," said George D. Schindler, CGI President and Chief Executive Officer. "Our continued investment in CGI's proximity model is more relevant than ever as clients continue consolidating their partners to a fewer number of trusted ones who have the capabilities, scale, and quality delivery necessary to help drive growth and achieve efficiencies. In fact, client demand for end-to-end services, from consulting and intellectual property-based solutions to outsourcing, continues to accelerate as technology becomes core to our clients' operations."
"We look forward to welcoming Acando professionals to CGI as member-owners, sharing and collaborating as highly skilled innovators who are focused on delivering value to clients," said Heikki Nikku, CGI President of Northern Europe operations. "By combining CGI's exceptionally strong position in data-driven digital business and IT transformation practice with Acando's business consulting and human-centric digital innovation approach, we strengthen our unique blend of skills and capabilities for the benefit of our clients as we pursue profitable future growth together."
"Acando has developed an innovative culture built on technical excellence and insights on human behaviour," said Acando CEO, Carl-Magnus Månsson. "Combining Acando's talents with CGI's will positively impact our clients while offering our employees significant growth opportunities."
About CGI in Northern Europe
With over 8,500 professionals in 64 offices across Denmark, Estonia, Finland, Latvia, Lithuania, Norway, Poland and Sweden, CGI has a strong local presence across the Northern Europe 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 Northern European 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.
About CGI in Germany
Over 3,700 professionals in 19 locations provide a strong local presence in major metro markets across Germany and serve 200+ clients with commercial and public background. Following the CGI key business principles of local proximity and long-term relationship CGI is helping its clients to address their current challenges by successfully connecting the traditional and digital enterprise processes and systems. Independent market analyst ISG ranked CGI in Germany in 2018/19 as market leader in "Cloud Transformation" and "Digital Transformation".
Founded in 1976, CGI is among the largest independent IT and business consulting services firm in the world. With approximately 74,000 professionals across the globe, CGI delivers an end-to-end portfolio of capabilities, from IT and business consulting to systems integration, outsourcing services and intellectual property solutions. CGI works with clients through a local relationship model complemented by a global delivery network that helps clients digitally transform their organizations and accelerate results. With annual revenue of C$11.5 billion, CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB). Learn more at cgi.com.
Acando's offering is focused on actual results, and value for the customer achieved through a combination of all of Acando's skills and our long-term relationships with customers. Well-established methods and tools are in place to be able to deliver Acando's high level of quality in each phase of the project. Company operates in a Northern European market with offices in Sweden, Finland, Norway, Germany and Latvia, and has a total of 2,100 employees.
In connection with the Offer, an offer document will be filed with the Swedish Financial Supervisory Authority (the "SFSA") and published by CGI Nordic Holdings Limited upon approval by the SFSA. This communication is not intended to be, and is not, a substitute for such document or for any other document that CGI Nordic Holdings Limited may file with the SFSA. SHAREHOLDERS OF ACANDO ARE URGED TO READ THE OFFER DOCUMENT APPROVED BY THE SFSA AND ANY SUPPLEMENTS THERETO CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION THAT THE SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Investors and security holders may obtain a free copy of the offer document (if and when available) and certain other related documents at www.cgi.com/en/acando and at www.sebgroup.com/prospectuses.
The Offer is for shares of a Swedish company and is subject to Swedish procedural and disclosure requirements that are different from those of other countries. The Offer will be made in the United States pursuant to an exemption from certain U.S. tender offer rules provided by Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), in compliance with Section 14(e) of the Exchange Act and otherwise in accordance with the requirements of Swedish law.
The Offer has not been approved or disapproved by any Canadian securities regulator or the United States Securities and Exchange Commission (the "SEC") or by any other provincial, state or other securities authority, nor has any Canadian securities regulator, the SEC or any other authority passed upon the fairness or merits of the Offer or upon the adequacy of the information contained herein. Any representation to the contrary is unlawful.
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.
This press release contains "forward-looking information" within the meaning of Canadian securities laws and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable United States safe harbours. Forward-looking information and statements include all information and statements regarding CGI's or CGI Nordic Holdings Limited's intentions, plans, expectations, beliefs, objectives, future performance, and strategy, including growth plans and plans and expectations with respect to the Offer and the fulfillment of the applicable conditions, as well as any other information or statements that relate to future events or circumstances and which do not directly and exclusively relate to historical facts. These information and statements are, by their very nature, subject to inherent risks and uncertainties, of which many are beyond the control of CGI and CGI Nordic Holdings Limited, and which give rise to the possibility that actual results could differ materially from our expectations expressed in, or implied by, such forward-looking information or forward-looking statements. These risks and uncertainties include but are not restricted to: risks related to the market such as the level of business activity of our clients, which is affected by economic and political conditions, the fulfillment of the conditions to the Offer, and our ability to negotiate new contracts; risks related to our industry such as competition and our ability to attract and retain qualified employees, to develop and expand our services, to penetrate new markets, and to protect our intellectual property rights; risks related to our business such as risks associated with our growth strategy, including the integration of new operations, financial and operational risks inherent in worldwide operations, foreign exchange risks, income tax laws, our ability to negotiate favorable contractual terms, to deliver our services and to collect receivables, and the reputational and financial risks attendant to cybersecurity breaches and other incidents; as well as other risks identified in CGI's annual and quarterly MD&A and in other documents that we make public, including our filings with the Canadian Securities Administrators (on SEDAR at www.sedar.com) and the U.S. Securities and Exchange Commission (on EDGAR at www.sec.gov). Unless otherwise stated, the forward-looking information and statements contained in this press release are made as of the date hereof and CGI and CGI Nordic Holdings Limited disclaims any intention or obligation to publicly update or revise any forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Further information on the risks that could cause our actual results to differ significantly from our current expectations may be found in the section titled "Risk Environment" of CGI's annual and quarterly MD&A, which is incorporated by reference in this cautionary statement. We also caution readers that the above-mentioned risks and the risks disclosed in CGI's annual and quarterly MD&A and other documents and filings are not the only ones that could affect us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial could also have a material adverse effect on our financial position, financial performance, cash flows, business or reputation.
For more information:
Executive Vice-President, Investor and Public Relations
Vice-President, Marketing and Communications for Northern Europe
+358 40 759 3603