CGI Group Inc. ("CGI") announced that it has mailed today the offering documents in connection with its previously announced offer to purchase all of the outstanding common shares of Star Data Systems Inc. ("Star Data") (the "Offer") on the basis of 0.737 of a Class A Subordinate Share of CGI for each Star Data common share. The Offer will expire on January 9, 2001 at 5:00 p.m. (Toronto time).
The Offer is subject to certain conditions, including that, at the expiry of the Offer, there shall have been validly deposited at least 66 2/3% of the issued and outstanding common shares of Star Data (on a fully-diluted basis). CGI has engaged TD Securities Inc. to act as soliciting dealer. Holders of 4,779,805 common shares of Star Data, representing 28.8% of the common shares, have agreed to tender their common shares to the Offer pursuant to a lock-up agreement entered into with CGI.
Upon the recommendation of the independent committee of the Board of Directors of Star Data (the "Board"), the Board has unanimously recommended that the shareholders of Star Data accept the Offer. On December 1, 2000, Yorkton Securities Inc. provided an opinion to the independent committee that, as at such date, the Offer was fair, from a financial point of view, to Star Data's minority shareholders. The Board Circular was mailed today together with the offering documents of CGI.
About Star Data
Star Data provides information services and wealth management solutions to the financial services industry. Star Data is based in Toronto, with offices in Vancouver, Calgary, Winnipeg, London, Markham, Montreal, Halifax and London, UK. The company employs more than 400 people and is listed on the Toronto Stock Exchange under the symbol STY.
About CGI
Founded in 1976, CGI is the largest independent Canadian information technology consulting firm and the fifth largest in North America, based on its headcount of close to 10,000 professionals. CGI's order backlog totals approximately CDN$7.0 billion and its revenue stands at CDN$1.4 billion. CGI provides end-to-end IT services and business solutions to 2,500 clients in Canada, United States and more than 20 countries around the world. CGI's shares are listed on the New York Exchange (GIB), as well as on the Toronto Stock Exchange (GIB.A). They are included in the Toronto Stock Exchange's TSE 100 index as well as the S&P/TSE Canadian Information Technology index.
All statements in this press release that do not directly and exclusively relate to historical facts constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. 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 the Company. These factors could cause actual results to differ materially from such forward-looking statements.
These factors include and are not restricted to the timing and size of contracts, acquisitions and other corporate developments, the ability to attract and retain qualified employees, market competition in the rapidly-evolving information technology industry, general economic and business conditions, and other risks identified in Management's Discussion and Analysis (MD&A) in CGI's annual report or Form 40F filed with the US Securities & Exchange Commission and the Company's Annual Information Form filed with Canadian securities commissions. All of the risk factors included in these filed documents are included here by reference. CGI disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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For more information:
CGI
Ronald White
Director, investor relations
(514) 841-3230
Eileen Murphy
Director, media relations
(514) 841-3430
Star Data Systems
Aubrey W. Baillie
Chairman of the special committee of board of directors
(416) 359-5400
