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MONTRÉAL, March 1,
2022 /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 3,968,159 of its Class A subordinate
voting shares ("Class A Shares") held by CDPQ for a price of
$100.80 per Class A Share, which
represents a discount to the closing price on February 28, 2022 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 23.5 million Class A Shares, representing
approximately 9.8% of CGI's total outstanding shares.
"Once again this year, CGI produced excellent results for its
shareholders. This repurchase of shares is an opportunity to
monetize a portion of our investment to the benefit of our
depositors, and we plan to reinvest this amount in Québec
companies," said Kim Thomassin,
Executive Vice-President and Head of Québec at CDPQ. "Following
this transaction, CDPQ will continue to be one of the main
shareholders of CGI, and we intend to remain so to support the
long-term growth of this information technology leader."
"This transaction is consistent with our value creation strategy
and is immediately accretive to our shareholders," said
Julie Godin, Co-Chair of the Board,
CGI. "With a solid balance sheet and excellent cash generation
combined with $2.7 billion of cash
readily available at the end of December
2021, CGI has the strength and capital resources to execute
on our Build and Buy profitable growth strategy."
A favourable decision was obtained from the Autorité des marchés
financiers (AMF) to exempt CGI from the issuer bid requirements
under applicable securities legislation. The transaction will be
entered into at a discount, in accordance with the decision of the
AMF, and is expected to be entered into later today and settled on
March 2, 2022.
The share repurchase will be made under CGI's normal course
issuer bid ("NCIB"), the renewal of which was announced on
February 2, 2022. Under the NCIB, CGI
is authorized to repurchase up to 18,781,981 Class A Shares by
February 5, 2023. 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 28, 2022, 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 82,000 consultants and 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 2021
reported revenue is $12.13 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, other 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 and
other tax programs, our ability to negotiate favourable contractual
terms, to deliver our services and to collect receivables, the
reputational and financial risks attendant to cybersecurity
breaches and other incidents, and financial risks such as liquidity
needs and requirements, maintenance of financial ratios, and
changes in creditworthiness and credit ratings; 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 MD&A and section 8.1.1. of our
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.