In regards to information published earlier today in a media report, CGI would like to clarify that its three majority shareholders (Serge Godin, Jean Brassard and André Imbeau) have exchanged some CGI shares for shares of BCE. Serge Godin, Chairman and Chief Executive Officer of CGI, Jean Brassard, President and Chief Operating Officer and André Imbeau, Executive Vice-President and Chief Financial Officer, have exchanged 8.6% of their joint holding in Class B multiple voting shares of CGI for shares of BCE Inc. This share exchange was completed on September 3, 1998 in accordance with the terms of CGI's transaction with BCE effective July 1, 1998.
The transaction with BCE, which was approved by CGI shareholders on June 29, 1998, provides for the majority shareholders of CGI to exchange 20% of their holdings in Class B shares over a four-year period, 30% in the fifth year, and the remainder during the sixth year.
"The share exchange was made to strengthen our business relationship with BCE," said Mr. Godin. "The transaction with BCE has helped position CGI to become a world-class player in IT services and we are committed to realizing the company's full potential."
As part of this agreement, CGI acquired Bell Sygma Telecom Solutions and Bell Sygma International and signed a ten-year outsourcing agreement with Bell Canada valued at CDN$4.5 billion, in exchange for 17.2 million of its First Preferred shares, Series 6, at CDN$11.49 per share, convertible one for one into Class A subordinate voting shares for an aggregate amount of CDN$197.6 million.
As of September 3, 1998, the majority shareholders hold a total of 16,093,564 Class A and B shares of CGI. Their joint voting interest represents 54.9% compared with 60% prior to the share exchange and their equity interest stands at 12.1%, compared with 13.1%. BCE's equity interest in CGI totals 43.4%, up from 42.3% and its voting interest in CGI totals 24.6%, up from 19.5% prior to the share exchange.
As a result of the share exchange, CGI's three majority shareholders jointly hold 878,045 common shares of BCE. Godin added that in separate transactions closed August 26 and September 2, 1998, he acquired a total of 122,000 publicly-traded Class A shares of CGI at an average price of CDN$24.40 per share, for a total consideration of approximately CDN$3 million.
CGI is the largest independent information technology consulting firm in Canada and the sixth largest in North America. It provides end-to-end IT services and business solutions to some 2,000 clients in Canada, the United States and in 20 countries around the world. CGI has more than 7,500 professionals, an annualized revenue-run rate of CDN$1.2 billion and an order backlog totalling approximately CDN$6.5 billion. CGI's shares trade on the New York Stock Exchange (GIB) as well as The Montreal Exchange and the Toronto Stock Exchange (GIB.A), where they are included in the TSE 300 Composite and TSE 200 indexes.
All statements contained in this or any other press release of CGI Group Inc., or in any document filed by the Company with the U.S. Securities and Exchange Commission, or in any other written or oral communication by or on behalf of the company, that do not directly and exclusively relate to historical facts, constitute « forward looking statements » within the meaning of the U.S. Private Securities Litigation Report Act of 1995. These statements represent the Company's expectations and beliefs, and no assurance can be given that the results described in such statements will be achieved.
This press release may contain forward looking statements that involve a number of risks and uncertainties, including statements regarding the outlook for the company's business and results of operations. There are a number of factors that could cause actual results to differ materially from those indicated. Such factors include, without limitation, the various factors set forth in the Company's annual report or Form 40F filed with the SEC and its Annual Information Form filed with Canadian securities commissions, which important factors are included here by reference.
For more information:
Ronald White
Public Affairs
CGI
(514) 841-3200
