Represents $300
million transaction by CGI
MONTRÉAL, Sept. 14, 2017
/PRNewswire/ - CGI Group Inc. (TSX: GIB.A) (NYSE: GIB) announced
today that it intends to enter into a private agreement with Caisse
de dépôt et placement du Québec ("la Caisse") for the repurchase
for cancellation of 4,854,368 of its Class A subordinate voting
shares ("Class A Shares") held by la Caisse for a price of
$61.80 per Class A Share, which
represents a discount to today's closing price of the Class A
Shares on the Toronto Stock Exchange ("TSX").
The transaction will be made in connection with the periodic
portfolio rebalancing of la Caisse. Once completed, la Caisse will
continue to hold approximately 46.2 million Class A Shares,
representing approximately 16% of CGI's total outstanding
shares.
"La Caisse rebalances its portfolio periodically, during the
right conditions, to ensure our depositors capture the benefits
from our portfolio's gains. CGI has delivered excellent results for
its shareholders, and this transaction is an opportunity to
monetize a portion of our investment in the company," said
Christian Dubé, Executive Vice-President, Québec, of la Caisse. "We
will continue to remain a significant shareholder of CGI, as we
believe this important information technology leader is
well-positioned to grow and succeed in the long-term."
"This transaction is immediately accretive and consistent with
our value creation strategy, prioritizing the use of cash based on
the highest return opportunities," said George D. Schindler, President and Chief
Executive Officer, CGI. "We remain very well positioned to continue
executing our Build and Buy profitable growth strategy through our
strong cash flow generation and access to our credit facility."
A favourable decision was obtained from the Autorité des marchés
financiers to exempt CGI from the issuer bid requirements under
securities legislation applicable to the transaction, which will be
made at a discount in accordance with the decision and is expected
to be entered into later today and settled on September 19, 2017.
The share repurchase will be made under CGI's normal course
issuer bid ("NCIB"), the renewal of which was announced on
February 1, 2017. Under the NCIB, CGI
is authorized to repurchase up to 21,190,564 Class A Shares by
February 5, 2018. The NCIB allows for
purchases outside the facilities of the TSX by private agreements
pursuant to exemption orders issued by securities regulatory
authorities. As at September 13,
2017, 8,827,200 shares had been repurchased under the
NCIB.
Information regarding the share repurchase, including the number
of Class A Shares purchased and aggregate price paid, will be
available on the SEDAR website at www.sedar.com following the
completion thereof. CGI will not issue any additional press release
in respect of this share repurchase.
About CGI
Founded in 1976, CGI Group Inc. is the fifth largest independent
information technology and business process services firm in the
world. Approximately 70,000 professionals serve thousands of global
clients from offices and delivery centers across the Americas,
Europe and Asia Pacific, leveraging a comprehensive
portfolio of services, including high-end business and IT
consulting, systems integration, application development and
maintenance and infrastructure management, as well as 150 IP-based
services and solutions. With annual revenue in excess of
C$10 billion and an order backlog
exceeding C$20 billion, CGI shares
are listed on the TSX (GIB.A) and the NYSE (GIB). Website:
www.cgi.com.
About Caisse de dépôt et placement du Québec
Caisse de dépôt et placement du Québec (CDPQ) is a long-term
institutional investor that manages funds primarily for public and
parapublic pension and insurance plans. As at June 30, 2017,
it held $286.5 billion in net
assets. As one of Canada's leading
institutional fund managers, CDPQ invests globally in major
financial markets, private equity, infrastructure, real estate and
private debt. For more information, visit cdpq.com, follow us on
Twitter @LaCDPQ or consult our Facebook or LinkedIn pages.
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,
and are "forward-looking information" within the meaning of
Canadian securities laws. These statements and this information
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 or forward-looking information. These factors include
but are not restricted to: the timing and size of new contracts;
acquisitions and other corporate developments; the ability to
attract and retain qualified members; market competition in the
rapidly evolving IT industry; general economic and business
conditions; foreign exchange and other risks identified in the
press release, in CGI's annual and quarterly Management's
Discussion and Analysis ("MD&A") and in other public disclosure
documents filed with the Canadian securities authorities (filed on
SEDAR at www.sedar.com) and the U.S. Securities and Exchange
Commission (filed on EDGAR at www.sec.gov), 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 or forward-looking information, which speak only as of
the date on which they are made. In particular, statements relating
to future performance are forward-looking statements and
forward-looking information. CGI disclaims any intention or
obligation to publicly update or revise any forward-looking
statements or forward-looking information, whether as a result of
new information, future events or otherwise, except as required by
applicable law. Readers are cautioned not to place undue reliance
on these forward-looking statements or on this forward-looking
information.
SOURCE CGI Group Inc.