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- CGI's initial controlling stake in Umanis to be 70.6%,
followed by the launch of a mandatory simplified tender offer;
- Price of €17.15 per share, representing a premium of 45.96%
to last closing price of Umanis shares.
PARIS, March 11, 2022 /CNW Telbec/
- CGI (NYSE: GIB) (TSX: GIB.A) announced today that it
has entered into an agreement for the acquisition, through its
subsidiary CGI France SAS ("CGI France"), of all of the shares
of Umanis, a digital company specializing in data, digital and
business solutions with annual revenue of approximately €246
million, which has been operating for more than 30 years, mainly in
the French market.
The proposed transaction values the entire share capital of
Umanis at approximately €310 million on a fully diluted basis
(excluding treasury shares) and represents a premium of 45.96% to
Umanis' shares' last closing price of March
10, 2022 and of 30.40% to their volume-weighted average
closing price over the last 30 trading days.
Under the agreement, CGI France has the exclusive right to
acquire all of the shares held by MURA and Mr. Olivier Pouligny, representing approximately
70.6% of the share capital of Umanis at a price of €17.15 per share
(the "Block Purchase").
Subject to completion of the Block Purchase, CGI France intends
to launch a mandatory tender offer to acquire the remaining shares
of Umanis (the "Offer") at a price of €17.15 per share and, subject
to legal and regulatory conditions being met, will implement a
squeeze-out transaction to acquire all remaining shares not already
tendered as part of the Offer.
The signing of the Block Purchase agreement would only take
place after completion of the information and consultation
procedures of the relevant employee representative bodies of Umanis
and CGI France.
The completion of the contemplated Block Purchase is subject to
certain conditions, including Umanis meeting minimum financial
ratios, the obtaining of customary regulatory approvals, the
delivery of a fairness opinion by Umanis' independent appraiser, as
well as the issuance of a positive recommendation from Umanis'
Board of Directors.
The Block Purchase is expected to be completed and the Offer is
expected to be filed with the French financial markets authority
(Autorité des Marchés Financiers) by the end of the second
quarter of the 2022 calendar year.
The Board of Directors of Umanis met on March 10, 2022 and welcomed the proposed
transaction, without prejudice to its reasoned opinion on the Offer
that will be issued following receipt of the independent expert's
opinion. To that end, the Board of Directors designated a committee
and, upon its recommendation, appointed Crowe HAF as independent
expert (subject to AMF's opposition right pursuant to article
261-1-1 III of the AMF General Regulations) to prepare a fairness
opinion relating to the Offer.
"The combination of CGI's operations and those of Umanis will
further deepen our presence and positioning across Western and
Southern Europe. This transaction
is consistent with the metro market merger element of our Build and
Buy strategy for delivering profitable inorganic growth, while
acting as a catalyst for future organic growth," said George Schindler, CGI President and CEO.
"We are excited to join forces with Umanis to help our clients
accelerate their digital transformation and enable them to benefit
from our expanded end-to-end capabilities. Umanis and CGI are two
very complementary companies in terms of skills, vision and values.
We look forward to welcoming Umanis' professionals to CGI," said
Laurent Gerin, CGI President of
Western and Southern Europe.
"I founded Umanis in 1990, went public in 1998, and I am
particularly proud of the company's track record and the value
created for all of our shareholders over the past years. Looking
ahead, Umanis' employees and clients will greatly benefit from the
support of CGI, with which we share a common vision and
values," said Laurent Piepszownik, Executive Chairman of
Umanis.
"We are thrilled by this new opportunity and look forward to
integrating with CGI with which we are highly complementary," said
Olivier Pouligny, CEO of Umanis.
The trading of Umanis' shares was suspended this morning and
will resume at the opening of the market on Monday, March 14, 2022.
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 C$12.13 billion
and CGI shares are listed on the TSX (GIB.A) and the NYSE
(GIB). Learn more at cgi.com
About Umanis
Umanis is a digital company specializing
in data, digital and business solutions with annual revenue of
approximately €246 million, which has been operating for more than
30 years, mainly in the French market. Created in 1990, Umanis
supports the digital transformation of many companies with strong
expertise in five areas in particular: Big Data & Artificial
Intelligence, Infrastructure & Cloud, Digital Experience,
Integration of business solutions and BPO. Umanis is headquartered
in Paris and gathers approximately
3,000 professionals in France as
well as in Spain, Luxembourg, Morocco and Switzerland. Umanis shares
are listed on Euronext Growth in Paris (FR0013263878 - ALUMS). Learn more at
umanis.com.
Société Générale is the exclusive financial advisor to CGI and
will act as the presenting bank for the tender offer. Bredin Prat
acts as the legal advisor.
Crédit Agricole Corporate and Investment Bank is the exclusive
financial advisor to Umanis and Mura, Darrois Villey Maillot
Brochier acts as legal advisor.
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, and 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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content:https://www.prnewswire.com/news-releases/cgi-enters-into-an-agreement-for-the-acquisition-of-umanis-a-leading-data-digital-and-business-solutions-firm-in-france-301500691.html
SOURCE CGI Inc.