CGI Group Inc. (CGI) (TSX: GIB.A; NYSE: GIB;). In connection with its previously announced acquisition of American Management Systems, Inc (Nasdaq: AMSY) ("AMS") by way of tender offer, CGI announced today that it has entered into an agreement to sell, in a firm underwritten private placement in Canada and the United States, approximately 33.1 million subscription receipts at a price of CDN$8 per subscription receipt for gross proceeds of CDN$264.6 million. Each subscription receipt will be automatically exchanged for one Class A subordinate share of CGI, without payment of additional consideration, on the date that CGI accepts for payment at least a majority of the outstanding shares of AMS under the tender offer. CGI has also entered into an agreement with BCE Inc. pursuant to which BCE Inc. will subscribe for approximately 8.3 million additional subscription receipts on the same terms and conditions as the private placement offering. Closing of the private placement is expected to occur on or about March 17, 2004. The gross proceeds from the sale of the subscription receipts will be held in escrow pending the completion of the tender offer, which is anticipated to occur in May 2004, but no later than July 1, 2004.
This press release is not an offer in the United States of the subscription receipts or the Class A subordinate shares into which the subscription receipts are exchangeable. Neither the subscription receipts nor such Class A subordinate shares have been or will be registered under the Securities Act of 1933, as amended, and neither may be offered or sold in the United States absent registration or an applicable exemption from registration requirements thereunder.
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