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www.cgi.com/en/newsroom
STOCKHOLM, March 11, 2019 /PRNewswire/ - CGI (NYSE:
GIB) (TSX: GIB.A) today announced an all-cash tender offer of
SEK 41.45 per share to acquire
through its wholly owned subsidiary CGI Nordic Holdings Limited,
all outstanding shares of Acando (the "Offer"). Acando's
consultants combine deep technical expertise with human behavioral
insights to help clients maximize the power of technology to
achieve their business goals. The Offer represents a 44.2% premium
to Acando's closing price on March 8,
2019.
Acando's Board of Directors is unanimously recommending that its
shareholders accept CGI's Offer, which represents a total price of
SEK 4,320 million for all outstanding
shares in Acando, including the assumption of SEK 93 million in net debt corresponding to
approximately C$ 614.7 million. The
company currently trades under the symbol ACAN B on the Nasdaq
Stockholm exchange. The tender offer is subject to a number of
conditions, including approval by the relevant regulatory
authorities, such as competition authorities and CGI gaining
control of more than 90% of the outstanding shares of Acando. CGI
Nordic has immediately prior to the announcement of the Offer
entered into share purchase agreements with Svedulf Fastighets AB,
Bjursund Invest AB and Svolder AB, to acquire in total 23,580,490
shares in Acando at a price of SEK
41.45 per share. The acquisition of 10,421,558 of the
above-mentioned shares (class B shares) is being completed
immediately. The acquisition of the remaining 13,158,932 of the
above-mentioned shares (3,639,990 class A shares and
9,518,942 class B shares) will be completed upon approval by
German competition law authorities, which is expected to be
obtained no later than around one month after the date of
announcement of the Offer.
The transaction is expected to close in Q3 F2019.
Stockholm-based Acando would
add more than 2,100 highly skilled professionals to CGI from five
countries across the region, notably in the major metro markets of
Stockholm, Sweden; Oslo, Norway; and Hamburg, Germany. With robust strategic
consulting, system integration, and customer-centric digital
innovation capabilities, Acando will complement CGI's global
footprint and expertise across key commercial sectors such as
manufacturing and retail as well as government. For calendar
2018, Acando reported revenue of SEK 2,826
million (approximately C$402
million).
"CGI's offer to merge with Acando is aligned to the metro-market
based element of our acquisition strategy," said George D. Schindler, CGI President and Chief
Executive Officer. "Our continued investment in CGI's
proximity model is more relevant than ever as clients continue
consolidating their partners to a fewer number of trusted ones who
have the capabilities, scale, and quality delivery necessary to
help drive growth and achieve efficiencies. In fact, client
demand for end-to-end services, from consulting and intellectual
property-based solutions to outsourcing, continues to accelerate as
technology becomes core to our clients' operations."
"We look forward to welcoming Acando professionals to CGI as
member-owners, sharing and collaborating as highly skilled
innovators who are focused on delivering value to clients," said
Heikki Nikku, CGI President of Northern
Europe operations. "By combining CGI's exceptionally strong
position in data-driven digital business and IT transformation
practice with Acando's business consulting and human-centric
digital innovation approach, we strengthen our unique blend of
skills and capabilities for the benefit of our clients as we pursue
profitable future growth together."
"Acando has developed an innovative culture built on technical
excellence and insights on human behaviour," said Acando CEO,
Carl-Magnus Månsson. "Combining Acando's talents with CGI's will
positively impact our clients while offering our employees
significant growth opportunities."
About CGI in Northern
Europe
With over 8,500 professionals in 64 offices across Denmark, Estonia, Finland, Latvia, Lithuania, Norway, Poland and Sweden, CGI has a strong local presence across
the Northern Europe IT services market. With a deep commitment to
being the best in our industry across the Nordics and around the
world, CGI serves as a market leader in end-to-end IT and business
consulting services, solutions and outsourcing services. CGI's
Northern European operation serves thousands of clients in public
and private organisations to help them achieve operational
efficiencies while harnessing innovation to better serve the
digital needs of their customers and citizens.
About CGI in Germany
Over 3,700 professionals in 19
locations provide a strong local presence in major metro markets
across Germany and serve 200+
clients with commercial and public background. Following the CGI
key business principles of local proximity and long-term
relationship CGI is helping its clients to address their current
challenges by successfully connecting the traditional and digital
enterprise processes and systems. Independent market analyst ISG
ranked CGI in Germany in 2018/19
as market leader in "Cloud Transformation" and "Digital
Transformation".
About CGI
Founded in 1976, CGI is among the largest
independent IT and business consulting services firm in the world.
With approximately 74,000 professionals across the globe, CGI
delivers an end-to-end portfolio of capabilities, from IT and
business consulting to systems integration, outsourcing services
and intellectual property solutions. CGI works with clients through
a local relationship model complemented by a global delivery
network that helps clients digitally transform their organizations
and accelerate results. With annual revenue of C$11.5 billion, CGI shares are listed on the TSX
(GIB.A) and the NYSE (GIB). Learn more at cgi.com.
About Acando
Acando's offering is focused on actual
results, and value for the customer achieved through a combination
of all of Acando's skills and our long-term relationships with
customers. Well-established methods and tools are in place to be
able to deliver Acando's high level of quality in each phase of the
project. Company operates in a Northern European market with
offices in Sweden, Finland, Norway, Germany and Latvia, and has a total of 2,100
employees.
Important Information
In connection with the Offer, an
offer document will be filed with the Swedish Financial Supervisory
Authority (the "SFSA") and published by CGI Nordic Holdings
Limited upon approval by the SFSA. This communication is not
intended to be, and is not, a substitute for such document or for
any other document that CGI Nordic Holdings Limited may file
with the SFSA. SHAREHOLDERS OF ACANDO ARE URGED TO READ THE OFFER
DOCUMENT APPROVED BY THE SFSA AND ANY SUPPLEMENTS THERETO CAREFULLY
AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
THAT THE SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING TENDERING THEIR SHARES. Investors and security holders
may obtain a free copy of the offer document (if and when
available) and certain other related documents at
www.cgi.com/en/acando and at
www.sebgroup.com/prospectuses.
The Offer is for shares of a Swedish company and is subject to
Swedish procedural and disclosure requirements that are different
from those of other countries. The Offer will be made in
the United States pursuant to an
exemption from certain U.S. tender offer rules provided by Rule
14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended
(the "Exchange Act"), in compliance with Section 14(e) of the
Exchange Act and otherwise in accordance with the requirements of
Swedish law.
The Offer has not been approved or disapproved by any
Canadian securities regulator or the United States Securities and
Exchange Commission (the "SEC") or by any other provincial, state
or other securities authority, nor has any Canadian securities
regulator, the SEC or any other authority passed upon the fairness
or merits of the Offer or upon the adequacy of the information
contained herein. Any representation to the contrary is
unlawful.
This press release is not intended to form the basis of any
investment decision. It does not constitute an offer or invitation
for the sale or purchase of any securities, businesses and/or
assets or any recommendation or commitment by CGI or any other
person and neither this press release, nor its contents nor any
other written or oral information made available in connection with
the transaction shall form the basis of any contract. This press
release has been prepared without reference to the particular
investment objectives, financial situation, taxation position or
particular needs of the reader.
Forward-Looking Information
This press release
contains "forward-looking information" within the meaning of
Canadian securities laws and "forward-looking statements" within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 and other applicable United States safe harbours. Forward-looking
information and statements include all information and statements
regarding CGI's or CGI Nordic Holdings Limited's intentions, plans,
expectations, beliefs, objectives, future performance, and
strategy, including growth plans and plans and expectations with
respect to the Offer and the fulfillment of the applicable
conditions, as well as any other information or statements that
relate to future events or circumstances and which do not directly
and exclusively relate to historical facts. These information and
statements are, by their very nature, subject to inherent risks and
uncertainties, of which many are beyond the control of CGI and CGI
Nordic Holdings Limited, and which give rise to the possibility
that actual results could differ materially from our expectations
expressed in, or implied by, such forward-looking information or
forward-looking statements. These risks and uncertainties include
but are not restricted to: risks related to the market such as the
level of business activity of our clients, which is affected by
economic and political conditions, the fulfillment of the
conditions to the Offer, and our ability to negotiate new
contracts; risks related to our industry such as competition and
our ability to attract and retain qualified employees, to develop
and expand our services, to penetrate new markets, and to protect
our intellectual property rights; risks related to our business
such as risks associated with our growth strategy, including the
integration of new operations, financial and operational risks
inherent in worldwide operations, foreign exchange risks, income
tax laws, our ability to negotiate favorable contractual terms, to
deliver our services and to collect receivables, and the
reputational and financial risks attendant to cybersecurity
breaches and other incidents; as well as other risks identified in
CGI's annual and quarterly MD&A and in other documents that we
make public, including our filings with the Canadian Securities
Administrators (on SEDAR at www.sedar.com) and the U.S. Securities
and Exchange Commission (on EDGAR at www.sec.gov). Unless otherwise
stated, the forward-looking information and statements contained in
this press release are made as of the date hereof and CGI and CGI
Nordic Holdings Limited disclaims any intention or obligation to
publicly update or revise any forward-looking information or
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable law.
Further information on the risks that could cause our actual
results to differ significantly from our current expectations may
be found in the section titled "Risk Environment" of CGI's annual
and quarterly MD&A, which is incorporated by reference in this
cautionary statement. We also caution readers that the
above-mentioned risks and the risks disclosed in CGI's annual and
quarterly MD&A and other documents and filings are not the only
ones that could affect us. Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial
could also have a material adverse effect on our financial
position, financial performance, cash flows, business or
reputation.
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SOURCE CGI Group Inc.