CGI Group Inc. (CGI) (TSX: GIB.A; NYSE: GIB) announced today that a total of approximately 64.5 million common shares of Cognicase Inc. (Cognicase) (TSX: COG; Nasdaq: COGI) were deposited by shareholders of Cognicase at or prior to midnight on January 13, 2003, being the expiry time of the offer made by CGI on December 6, 2002, as amended, to acquire all of the outstanding common shares of Cognicase (the "Offer"). This represents approximately 90.2% of the then 71.5 million outstanding common shares of Cognicase.
In view of these results, all of the conditions mentioned in the Offer have been met and CGI notified on January 13, 2003 Computershare Trust Company of Canada, the depositary under the Offer, that it had:
i) decided to take-up all the common shares of Cognicase validly deposited and not withdrawn under the Offer at or prior to midnight on January 13, 2003;
ii) made appropriate arrangements for the payment of such common shares of Cognicase to occur on January 16, 2003; and
iii) extended the Offer for acceptance until midnight (Montreal time) on January 24, 2003.
CGI is pleased that the shareholders of Cognicase, by depositing approximately 90.2% of the then 71.5 million outstanding common shares of Cognicase, have chosen to support and accept CGI's Offer to acquire Cognicase.
Serge Godin, chairman and CEO of CGI said: "We are very excited to be welcoming our new clients, employees and shareholders. This transaction will allow us to merge the operations of two Canadian-based IT services firms with a parallel North American footprint. On behalf of the entire CGI team, I would like to extend a very warm welcome to Cognicase professionals. I am convinced that together we will continue to pursue our dream of becoming a world-class IT and BPO services player."
A Notice of Extension will be mailed today to all shareholders of Cognicase whose common shares were not deposited under the Offer. Those shareholders are invited to deposit their common shares of Cognicase under the Offer by no later than midnight (Montreal time) on January 24, 2003.
About CGI
Founded in 1976, CGI is the fourth largest independent information technology services firm in North America, based on its headcount. CGI and its affiliated companies employ more than 16,000 professionals. As at September 30, 2002, CGI's annualized revenue run-rate totalled CDN$2.3 billion (US$1.5 billion) and its order backlog totalled CDN$10.4 billion (US$6.7 billion). CGI provides end-to-end IT services and business solutions to more than 3,000 clients worldwide from more than 60 offices. CGI's shares are listed on the TSX (GIB.A) and the NYSE (GIB). They are included in the TSX 100 Composite Index as well as the S&P/TSX Canadian Information Technology and Canadian MidCap Indices. Website: www.cgi.com
Forward-Looking Statements
All statements in this press release that do not directly and exclusively relate to historical facts constitute "forward-looking statements" within the meaning of that term in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. These statements represent CGI Group Inc.'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, foreign exchange and other risks identified in the Management's Discussion and Analysis (MD&A) in CGI Group Inc.'s Annual Report or Form 40-F filed with the SEC, the Company's Annual Information Form filed with the Canadian securities authorities, as well as assumptions regarding the foregoing. The words "believe", "estimate", "expect", "intend", "anticipate", "foresee", "plan", 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. In particular, statements relating to future revenue from outsourcing contracts are forward-looking statements. 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.
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For more information:
CGI:
Investor relations
Julie Creed
Vice-president, investor relations
(312) 201-4803
Ronald White
Director, investor relations
(514) 841-3230
Media relations
Eileen Murphy
Director, media relations
(514) 841-3430
