CGI Group Inc. (TSX: GIB.A; NYSE: GIB) ("CGI") today announced that its wholly-owned subsidiary, CGI Virginia Corporation ("CGI Virginia") was merged with and into American Management Systems, Incorporated (Nasdaq: AMSY) ("AMS"), resulting in AMS becoming a wholly-owned subsidiary of CGI. The merger was completed, pursuant to the Agreement and Plan of Merger, dated as of March 10, 2004, by and among CGI, CGI Virginia and AMS.
Following the merger, AMS will become a wholly-owned subsidiary of CGI and concurrently the U.S. assets of the Defense and Intelligence Group of AMS will have been purchased by CACI International Inc. (NYSE: CAI).
CGI also announced that, as a result of the merger, all AMS shares that were not validly tendered in the tender offer (except those shares for which appraisal rights under the Delaware General Corporation Law are properly exercised) were converted into the right to receive $19.40 net per share in cash and without interest. Holders of these remaining outstanding AMS shares will receive such payment for their shares upon presentation of appropriate documentation by the holder to Computershare Trust Company of New York, the paying agent for the merger ("Computershare"). Within the next few days, Computershare will mail to these non-tendering stockholders materials to be used to exchange AMS stock certificates for such payment.
On Tuesday, May 4, 2004, CGI will release its second quarter financial results for the quarter ended March 31, 2004. A conference call for the investment community will be held at 9:00 am ET to discuss second quarter results as well as the acquisition of AMS. Participants may access the call by dialing 1-800-387-6216 or though the Internet at www.cgi.com. For those unable to participate on the live call, a Webcast will be archived at www.cgi.com
Founded in 1976, CGI is among the largest independent information technology and business process services firms in North America. CGI and its affiliated companies employ approximately 25,000 professionals. CGI provides end-to-end IT and business process services to clients worldwide from offices in Canada, the United States, Europe, Asia Pacific as well as from centers of excellence in India and Canada. CGI's annualized revenue run rate is currently CDN$3.7 billion (US$2.7 billion). CGI's shares are listed on the TSX (GIB.A) and the NYSE (GIB) and are included in the S&P/TSX Composite Index as well as the S&P/TSX Capped Information Technology and MidCap Indices.
All statements in this press release that do not directly and exclusively relate to historical facts constitute forward-looking statements. The words "believe", "estimate", "expect", "intend", "anticipate", "foresee", "plan", "guidance", "run-rate" and similar expressions and variations thereof, identify certain of such forward-looking statements, which speak only as of the date on which they are made. These statements 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 CGI. Important factors that could cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements include among others: the timing, completion and accounting and tax treatment of the acquisition of AMS, the value of the consideration for the acquisition of AMS, production and development opportunities, the conduct of worldwide operations, our ability to realize the anticipated earnings accretion, cost savings, revenue enhancements, operating efficiencies and other benefits from the acquisition of AMS, foreign exchange rate fluctuations and general economic conditions (such as changes in interest rates and the performance of the financial markets, changes in domestic and foreign laws, regulations and taxes, changes in competition and pricing environments, the occurrence of significant natural disasters, civil unrest and general market and industry conditions). For a more comprehensive review of risk factors, please refer to our MD&A contained in our 2003 Annual Report and our 2004 First Quarter Report, both filed with Securities Regulators in Canada and available at www.sedar.com and with the United States Securities and Exchange Commission and available at www.sec.gov. CGI disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.
For more information:
(312) 201-4803 or (514) 841-3418