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FAIRFAX, VA, May 20 /PRNewswire-FirstCall/ - CGI Group Inc.
(NYSE: GIB; TSX: GIB.A), a leading provider of information
technology and business processing services, is announcing today a
tender offer for all of the outstanding shares of common stock of
Stanley, Inc. ("Stanley") (NYSE:
SXE) for $37.50 per share, net to the
seller in cash, without interest and less any required withholding
taxes. The tender offer is being made pursuant to an Offer to
Purchase, dated May 20, 2010, and in
connection with the previously announced Agreement and Plan of
Merger, dated May 6, 2010 (the
"Merger Agreement"), among Stanley, CGI Group Inc., CGI Federal Inc. and
CGI Fairfax Corporation.
The tender offer will expire on Thursday,
June 17, 2010 at midnight, New
York City time, unless the offer is extended. The tender
offer is subject to conditions set forth in the Merger Agreement,
including, without limitation, regulatory approvals including
Hart-Scott-Rodino and Exon-Florio and there being validly tendered
and not withdrawn prior to the expiration of the tender offer, at
least a majority of the outstanding shares of common stock of
Stanley, calculated on a fully
diluted basis.
Today, CGI will file with the U.S. Securities and Exchange
Commission (the "SEC") a Tender Offer Statement on Schedule TO,
containing the Offer to Purchase, form of Letter of Transmittal and
related tender offer documents, setting forth in detail the terms
and conditions of the tender offer. Stanley will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 setting
forth in detail, among other things, the recommendation of
Stanley's Board of Directors that
Stanley stockholders accept the
tender offer and tender their shares to CGI pursuant to the tender
offer. As previously disclosed, Stanley's Board of Directors has unanimously
approved the transaction.
The Depositary and Paying Agent for the tender offer is
Computershare Investor Services Inc., c/o Corporate Actions, 100
University Avenue, 9th Floor, Toronto,
Ontario, M5J 2Y1, Canada.
The Dealer Manager for the tender offer is Deutsche Bank Securities
Inc., Mailstop: NYC60-4515, Attention: Rama Ramabadran, 60 Wall
Street, New York, New York 10005.
The Information Agent for the tender offer is Laurel Hill Advisory
Group, 100 Wall Street, 22nd Floor, New
York, New York 10005.
Forward-looking Statements
All statements in this press release that do not directly and
exclusively relate to historical facts constitute forward-looking
statements and constitute 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: uncertainties as to the
timing of the tender offer and the merger; uncertainties as to how
many of the Stanley stockholders
will tender their shares in the offer; the risk that competing
offers will be made; the possibility that various closing
conditions for the transaction may not be satisfied or waived,
including regulatory approvals; 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 Report on Form 40-F filed with the
U.S. Securities and Exchange Commission (filed on EDGAR at
www.sec.gov), CGI's Annual Information Form filed with the Canadian
securities authorities (filed on SEDAR at www.sedar.com), 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.
Important Additional Information
This press release is neither an offer to purchase nor a
solicitation of an offer to sell shares of Stanley. The tender offer is being made
pursuant to a Tender Offer Statement on Schedule TO, containing an
offer to purchase, form of letter of transmittal and related tender
offer documents, to be filed by CGI with the SEC on May 20, 2010. Stanley will file a
Solicitation/Recommendation Statement on Schedule 14D-9 relating to
the tender offer with the SEC. These documents, as they may be
amended from time to time, contain important information about the
tender offer and Stanley
stockholders are urged to read them carefully before any decision
is made with respect to the tender offer. The tender offer
materials may be obtained at no charge by directing a request by
mail to Laurel Hill Advisory Group, 100 Wall Street, 22nd floor,
New York, New York 10005 or by
calling toll-free at (888) 742-1305, and may also be obtained at no
charge at the website maintained by the SEC at www.sec.gov.
About CGI
Founded in 1976, CGI Group Inc. is one of the largest
independent information technology and business process services
firms in the world. CGI and its affiliated companies employ
approximately 26,000 professionals. CGI provides end-to-end IT and
business process services to clients worldwide from offices in
the United States, Canada, Europe and Asia
Pacific as well as from centers of excellence in
North America, Europe and India. As at March 31,
2010, CGI's order backlog was $11.4
billion. CGI shares are listed on the NYSE (GIB) and the TSX
(GIB.A) and are included in both, the Dow Jones Sustainability
World Index and the FTSE4Good Index. Website: www.cgi.com.
SOURCE CGI GROUP INC.