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FAIRFAX, VA, Aug. 3 /PRNewswire-FirstCall/ - CGI Group Inc.
("CGI") (NYSE: GIB; TSX: GIB.A), a leading provider of information
technology and business processing services, announced today that
CGI Fairfax Corporation ("CGI Fairfax"), a wholly owned subsidiary
of CGI Federal Inc. ("CGI Federal"), and an indirect wholly owned
subsidiary of CGI, has extended its cash tender offer (the "Offer")
to purchase 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 Offer, which was previously scheduled to expire at 12:00
midnight, New York City time, on
Monday, August 2, 2010, has been
extended to 12:00 midnight, New York
City time, on Monday, August 16,
2010, unless the Offer is further extended or earlier
terminated. The 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, among
Stanley, CGI, CGI Federal and CGI
Fairfax.
CGI has been advised by Computershare Investor Services Inc.,
the depositary for the Offer, that as of the close of business on
Monday, August 2, 2010, stockholders
of Stanley had tendered and not
validly withdrawn approximately 19,148,251 shares, representing
approximately 79% of the outstanding shares of Stanley common stock.
Except for this extension, the terms and conditions of the Offer
remain in effect and unmodified.
CGI now expects to proceed expeditiously to close the
transaction and, among other things, has agreed with Stanley to settle the previously disclosed
purported class action lawsuit related to the proposed transaction
and make certain additional information available to Stanley stockholders through an amendment to
Stanley's
Solicitation/Recommendation Statement on Schedule 14D-9 that was
filed with the Securities and Exchange Commission on August 2, 2010. CGI expects the transaction to
close in mid-August 2010.
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, a form of letter of transmittal and related
tender offer documents, filed by CGI with the SEC on May 20, 2010. Stanley filed a Solicitation/Recommendation
Statement on Schedule 14D-9 relating to the tender offer with the
SEC on May 20, 2010. These documents,
as 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 of June 30,
2010, CGI's order backlog was C$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.
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 CGI's control. 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 other risks identified in CGI's Annual Report on
Form 40-F filed with the U.S. Securities and Exchange Commission
("SEC") (filed on EDGAR at www.sec.gov) and CGI's Annual
Information Form filed with the Canadian securities authorities
(filed on SEDAR at www.sedar.com). 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.
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