Represents $500.0
million transaction by CGI
MONTRÉAL, June 11, 2019
/PRNewswire/ - CGI (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 purchase for
cancellation of 5,158,362 of its Class A subordinate voting
shares ("Class A Shares") held by la Caisse for a price of
$96.93 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 37.4 million Class A Shares,
representing approximately 13.9 % of CGI's total outstanding
shares.
"CDPQ rebalances its portfolio periodically, during the right
conditions. CGI has delivered excellent results for its
shareholders, and this transaction is an opportunity to monetize a
portion of our investment in the company to the benefit of our
depositors," said Charles Émond, Executive Vice-President and Head
of Québec Investments and Global Strategic Planning at CDPQ.
"Following this transaction, we will continue as a significant
shareholder of the company, and given the long-term nature of this
investment, we intend to remain so to support the growth of this
information technology leader. CGI is well positioned to continue
its success at home and in international markets."
"This transaction is immediately accretive and consistent with
our value creation strategy," said François Boulanger, Executive
Vice-President and Chief Financial 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 June 13, 2019.
The share repurchase will be made under CGI's normal course
issuer bid ("NCIB"), the renewal of which was announced on
January 30, 2019. Under the NCIB, CGI
is authorized to repurchase up to 20,100,499 Class A Shares by
February 5, 2020. The NCIB allows for
purchases outside the facilities of the TSX by private agreements
pursuant to exemption orders issued by securities regulators. As at
June 11, 2019, 573,070 shares
had been repurchased under the NCIB.
Information regarding the share repurchase, including the number
of Class A Shares purchased for cancellation and aggregate price
paid, will be available on the SEDAR website at
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 is among the largest independent IT and
business consulting services firms in the world. With approximately
77,000 consultants and 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 Fiscal 2018 reported 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 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 December 31, 2018, it held CA$309.5 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. CDPQ is present in India through its subsidiary CDPQ India,
located in New Delhi. For more
information, visit cdpq.com, follow us on Twitter @LaCDPQ or
consult our Facebook or LinkedIn pages.
Forward-looking information and statements
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. All such forward-looking information and
statements are made and disclosed in reliance upon the safe harbour
provisions of applicable Canadian and United
States securities laws. Forward-looking information and
statements include all information and statements regarding CGI's
intentions, plans, expectations, beliefs, objectives, future
performance, and strategy, 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.
Forward-looking information and statements often but not always use
words such as "believe", "estimate", "expect", "intend",
"anticipate", "foresee", "plan", "predict", "project", "aim",
"seek", "strive", "potential", "continue", "target", "may",
"might", "could", "should", and similar expressions and variations
thereof. These information and statements are based on our
perception of historic trends, current conditions and expected
future developments, as well as other assumptions, both general and
specific, that we believe are appropriate in the circumstances.
Such information and statements are, however, by their very nature,
subject to inherent risks and uncertainties, of which many are
beyond the control of CGI, 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, 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 or
incorporated by reference in this press release, 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 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. While we
believe that our assumptions on which these forward-looking
information and forward-looking statements are based were
reasonable as at the date of this press release, readers are
cautioned not to place undue reliance on these forward-looking
information or statements. Furthermore, readers are reminded that
forward-looking information and statements are presented for the
sole purpose of assisting investors and others in understanding our
objectives, strategic priorities and business outlook as well as
our anticipated operating environment. Readers are cautioned that
such information may not be appropriate for other purposes. 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 Inc.