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MONTRÉAL, Feb. 19, 2021 /CNW
Telbec/ - 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 ("CDPQ ") for the purchase for cancellation of
4,204,865 of its Class A subordinate voting shares ("Class A
Shares") held by CDPQ for a price of $95.13 per Class A Share, which represents a
discount to the closing price on February
18, 2021 of the Class A Shares on the Toronto Stock Exchange
("TSX").
The transaction will be made in connection with the periodic
portfolio rebalancing of CDPQ. Once completed, CDPQ will continue
to hold approximately 27.2 million Class A Shares, representing
approximately 10.9% of CGI's total outstanding shares.
"CGI continues to demonstrate the resilience of its business
model by once again delivering solid financial results. As in
past years, when the conditions are right, CDPQ monetizes a portion
of its investment to benefit its depositors," said Kim Thomassin, Executive Vice-President and Head
of Investments in Québec and Stewardship Investing at CDPQ. "CDPQ
remains one of CGI's significant shareholders and intends to
continue supporting the long-term growth of this global IT and
business consulting services leader."
"This transaction is immediately accretive and in line with our
value creation model," said Julie
Godin, Co-Chair of the Board, CGI. "With a solid balance
sheet and strong cash generation combined with more than
$3.2 billion in liquidity at the end
of December 2020, we remain very well
positioned to continue executing our Build and Buy profitable
growth strategy."
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 February 22, 2021.
The share repurchase will be made under CGI's normal course
issuer bid ("NCIB"), the renewal of which was announced on
January 27, 2021. Under the NCIB, CGI
is authorized to repurchase up to 19,184,831 Class A Shares by
February 5, 2022. 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 12, 2021, 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 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 76,000 consultants and other professionals across the globe,
CGI delivers an end-to-end portfolio of capabilities, from
strategic IT and business consulting to systems integration,
managed IT and business process 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. CGI
Fiscal 2020 reported revenue is C$12.16
billion and CGI shares are listed on the TSX (GIB.A) and the
NYSE (GIB). Learn more at cgi.com.
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, external risks (such as
pandemics) 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 favourable 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). For a discussion of risks in response to the
coronavirus (COVID-19) pandemic, see Pandemic Risks in section
10.1.1. of our annual and quarterly MD&A. 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.