Represents a $231.4
million transaction by CGI
Stock Market Symbols
GIB.A (TSX)
GIB (NYSE)
www.cgi.com/newsroom
MONTRÉAL, Feb 26, 2018 /CNW
Telbec/ - CGI (TSX: GIB.A) (NYSE: GIB) announced today that it
intends to enter into a private agreement with Mr. Serge Godin, Founder and Executive Chairman of
the Board of CGI, for the purchase for cancellation of 3,230,450
Class A subordinate voting shares ("Class A Shares") indirectly
held by him, including 2,761,783 Class A Shares resulting from the
conversion of an equivalent number of Class B shares (multiple
voting) ("Class B Shares"), at a price of $71.64 per Class A Share, for a total
consideration of $231.4 million
. The price represents a discount of three percent (3%) to the
closing price of the Class A Shares on the Toronto Stock Exchange
("TSX") on February 23, 2018. CGI
will fund the repurchase from cash on hand and its existing
revolving credit facility.
A Special Committee of CGI's Board of Directors, composed
exclusively of independent directors, was established in connection
with the share repurchase. After consultation with its external
legal advisors Norton Rose Fulbright Canada LLP and financial
advisors National Bank Financial Inc. and the receipt of an opinion
regarding the reasonableness of the terms of the transaction from
National Bank Financial Inc., the Special Committee unanimously
determined that the share repurchase was in the best interest of
the Company and recommended that the Board of Directors approve the
transaction. A favourable decision was obtained from the
Autorité des marchés financiers (Quebec securities regulator) to exempt CGI
from the issuer bid requirements under applicable securities
legislation.
Following the recommendation of the Special Committee, the share
repurchase was also unanimously approved by the Board of Directors.
All non-independent directors, including Mr. Serge Godin, refrained from participating in the
Board of Directors' deliberations and from voting on matters
relating to the transaction.
Dominic D'Alessandro, Lead Director and Chair of the Board of
Directors' Special Committee, noted that: "The transaction
presented an excellent opportunity to repurchase shares at a
discount, with immediate and long-term accretion that will benefit
all shareholders."
The transaction is entered into by Mr. Godin for estate planning
purposes. Mr. Godin will also subsequently donate 269,600 Class A
Shares resulting from the conversion of an equivalent number of
Class B Shares indirectly held by him to Fondation Jeunesse-Vie, a
foundation established by Mr. Godin in 2000 to alleviate poverty,
advance education and improve the health of disadvantaged children
and teenagers in Canada. With this
donation, the Foundation will have in excess of $40 million to further its mission and
purpose.
"CGI was built to grow and last," said Mr. Godin. "As the
digital revolution accelerates, the demand for information
technology and our services will only grow. I am more confident
than ever before in the future of CGI, and am privileged to work
each and every day with our team to help shape and capture this
opportunity around the world." Mr. Godin also indicated that he has
no intention of disposing of additional CGI shares in the near
future.
After completion of the transaction and the donation, there will
be 255,472,560 Class A Shares and 29,821,365 Class B Shares of CGI
issued and outstanding. Mr. Godin will continue to beneficially
own, directly or indirectly, or exercise control or direction over
46.2% of the total voting rights compared with 49.0% prior to the
transaction and the donation.
The share repurchase, which is expected to be entered into later
today, will be made under CGI's normal course issuer bid ("NCIB")
commenced on February 6, 2018. Under
the NCIB, CGI is authorized to repurchase up to 20,595,539
Class A Shares until the earlier of February 5, 2019 or the date on which CGI will
either have acquired the maximum number of Class A Shares allowable
under the NCIB or otherwise decided not to make any further
purchases for cancellation under it. The NCIB allows for purchases
outside the facilities of the TSX by private agreements pursuant to
exemption orders issued by securities regulators. As at
February 23, 2018, CGI had not
repurchased any Class A Shares under its current NCIB.
Information regarding the share repurchase, including the number
of Class A Shares purchased and aggregate purchase price paid, will
be available on SEDAR at www.sedar.com following the completion
thereof. CGI will not issue any additional press release announcing
the completion of this share repurchase.
About CGI
Founded in 1976, CGI is the fifth largest
independent end to end IT and business consulting services firm in
the world. With approximately 72,500 professionals worldwide, CGI
offers comprehensive end-to-end IT and business consulting
services, systems integration as well as IT and business process
outsourcing services. These services are complemented by CGI's
intellectual property solutions that help clients accelerate value
creation and leverage digitalization. With annual revenue of
C$10.8 billion, CGI shares are listed
on the TSX (GIB.A) and the NYSE (GIB). 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 Section 27A of the United States
Securities Act of 1933 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 employees; market competition in the rapidly evolving
information technology industry; general economic and business
conditions; foreign exchange and other risks identified or
incorporated by reference in this press release, in CGI's annual
and/or quarterly Management's Discussion and Analysis and in other
public disclosure documents filed with the Canadian securities
regulators (on SEDAR at www.sedar.com) and the U.S. Securities and
Exchange Commission (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.