CGI announced today 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 12.4% of their joint holding in Class B multiple voting shares of CGI for shares of BCE Inc. This share exchange was completed on March 1, 1999 in accordance with the terms of CGI's transaction with BCE effective July 1, 1998. All figures are in Canadian dollars.
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 $4.5 billion, in exchange for 17.2 million of its First Preferred shares, Series 6, at $11.49 per share, convertible one for one into Class A subordinate voting shares for an aggregate amount of $197.6 million.
As of March 1, 1999, the majority shareholders hold a total of 13,971,997 Class A and B shares of CGI, compared with 15,949,362 prior to the exchange. Their joint voting interest represents 47.9% compared with 54.7% prior to the share exchange and their equity interest stands at 10.4%, compared with 11.9%. BCE's equity interest in CGI totals 44.6%, up from 43.2% and its voting interest in CGI totals 31.4%, up from 24.6% prior to the share exchange.
As a result of the share exchange, CGI's three majority shareholders jointly hold 1,875,428 common shares of BCE.
CGI is the largest independent information technology services firm in Canada and the sixth largest in North America, based on its revenue run rate of $1.3 billion. CGI's order backlog totals $6.7 billion and the company currently has proposals outstanding for an additional $4 billion in potential large contracts. CGI has 8,000 professionals and provides end-to-end IT services and business solutions to some 2,000 clients in Canada, the United States and 20 countries around the world. Its shares are listed on the New York Stock Exchange (GIB), as well as on the Toronto and Montreal exchanges (GIB.A). They are included in the Toronto Stock Exchange's TSE 300 Composite and TSE 200 indexes. Web site: www.cgi.ca
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.
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For more information:
Ronald White
Investor and Media Relations
CGI
(514) 841-3200
ronald.white@cgi.ca
