As part of the proposed acquisition of Umanis SA (“Umanis”) by CGI Inc. (“CGI”) through its subsidiary CGI France SAS (“CGI France”) announced on March 11, 2022, CGI France and Umanis (Euronext Growth - FR0013263878 - ALUMS) announce the completion today of the acquisition of all the shares of Umanis held by MURA (controlled by M. Laurent Piepszownik) and the Pouligny Family, representing approximately 70.6% of Umanis' share capital, at a price of €17.15 per share (the “Block Acquisition”).
The completion of the Block Acquisition follows the issuance of a fairness opinion by the independent expert appointed by the Board of Directors of Umanis confirming that the terms of the offer are fair, as well as the unanimous recommendation of the Board of Directors.
The draft simplified tender offer was filed with the French financial markets authority (Autorité des Marchés Financiers) today.
If the legal and regulatory conditions are met, CGI France intends to implement a squeeze-out at the closing of this offer.
“We are delighted to have achieved a major milestone in the proposed acquisition of Umanis. Everything is in place to definitively finalize this operation in the short term. We look forward to working with the Umanis team on the next steps,” said Laurent Gerin, President, Western and Southern Europe, CGI.
“We are pleased to have reached this decisive milestone in the acquisition with CGI. We are confident in the success of this operation, which should be finalized soon,” said Olivier Pouligny, CEO of Umanis.
Founded in 1976, CGI is among the largest independent IT and business consulting services firms in the world. With 84,000 consultants and professionals across the globe, CGI delivers an end-to-end portfolio of capabilities, from strategic IT and business consulting to systems integration, managed IT and business process 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. CGI Fiscal 2021 reported revenue is $12.13 billion and CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB). Learn more at cgi.com.
Umanis is a digital services company specializing in data, digital and enterprise solutions with annual revenues of approximately €246 million. Umanis has been operating for more than 30 years, mainly on the French market. Founded in 1990, Umanis supports the digital transformation of many companies with strong expertise in five areas: Big Data and Artificial Intelligence, Infrastructure and Cloud, Digital Experience, Business Solution Integration and BPO. Umanis is headquartered in Paris and has approximately 3,000 employees in France as well as in Spain, Luxembourg, Morocco and Switzerland. Its shares are listed on Euronext Growth in Paris. For more information, visit umanis.com.
Forward-looking information and statements
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. All such forward-looking information and statements are made and disclosed in reliance upon the safe harbour provisions of applicable Canadian and United States securities laws.
Forward-looking information and statements include all information and statements regarding CGI’s intentions, plans, expectations, beliefs, objectives, future performance, and strategy, 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. Forward-looking information and statements often but not always use words such as “believe”, “estimate”, “expect”, “intend”, “anticipate”, “foresee”, “plan”, “predict”, “project”, “aim”, “seek”, “strive”, “potential”, “continue”, “target”, “may”, “might”, “could”, “should”, and similar expressions and variations thereof. These information and statements are based on our perception of historic trends, current conditions and expected future developments, as well as other assumptions, both general and specific, that we believe are appropriate in the circumstances. Such information and statements are, however, by their very nature, subject to inherent risks and uncertainties, of which many are beyond the control of CGI, 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, additional external risks (such as pandemics, armed conflict and inflation) 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 and other tax programs, our ability to negotiate favourable contractual terms, to deliver our services and to collect receivables, the reputational and financial risks attendant to cybersecurity breaches and other incidents, and financial risks such as liquidity needs and requirements, maintenance of financial ratios, and changes in creditworthiness and credit ratings; as well as other risks identified or incorporated by reference in this press release, 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). For a discussion of risks in response to the coronavirus (COVID-19) pandemic, see Pandemic risks in section 8.1.1. of our Q2 2022 MD&A.
Unless otherwise stated, the forward-looking information and statements contained in this press release are made as of the date hereof and CGI 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. While we believe that our assumptions on which these forward-looking information and forward-looking statements are based were reasonable as at the date of this press release, readers are cautioned not to place undue reliance on these forward-looking information or statements.
Furthermore, readers are reminded that forward-looking information and statements are presented for the sole purpose of assisting investors and others in understanding our objectives, strategic priorities and business outlook as well as our anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes. 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.
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