GIB.A (TSX)
ALUMS
GIB (NYSE)
(Euronext Growth
Paris)
cgi.com/newsroom
umanis.com/en/news
PARIS, May 31, 2022
/CNW/ - As part of the proposed acquisition of Umanis SA ("Umanis")
by CGI Inc. ("CGI") through its subsidiary CGI France SAS ("CGI
France") announced on March 11, 2022,
CGI France and Umanis (Euronext Growth - FR0013263878 - ALUMS)
announce the completion today of the acquisition of all the shares
of Umanis held by MURA (controlled by M. Laurent Piepszownik) and
the Pouligny Family, representing approximately 70.6% of Umanis'
share capital, at a price of €17.15 per share (the "Block
Acquisition").
The completion of the Block Acquisition follows the issuance of
a fairness opinion by the independent expert appointed by the Board
of Directors of Umanis confirming that the terms of the offer are
fair, as well as the unanimous recommendation of the Board of
Directors.
The draft simplified tender offer was filed with the French
financial markets authority (Autorité des Marchés Financiers)
today.
If the legal and regulatory conditions are met, CGI France
intends to implement a squeeze-out at the closing of this
offer.
"We are delighted to have achieved a major milestone in the
proposed acquisition of Umanis. Everything is in place to
definitively finalize this operation in the short term. We look
forward to working with the Umanis team on the next steps,"
said Laurent Gerin, President, Western and Southern Europe, CGI.
"We are pleased to have reached this decisive milestone in the
acquisition with CGI. We are confident in the success of this
operation, which should be finalized soon," said Olivier Pouligny,
CEO of Umanis.
About CGI
Founded in 1976, CGI is among the largest
independent IT and business consulting services firms in the world.
With 84,000 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.
About Umanis
Umanis is a digital services company
specializing in data, digital and enterprise solutions with annual
revenues of approximately €246 million. Umanis has been operating
for more than 30 years, mainly on the French market. Founded in
1990, Umanis supports the digital transformation of many companies
with strong expertise in five areas: Big Data and Artificial
Intelligence, Infrastructure and Cloud, Digital Experience,
Business Solution Integration and BPO. Umanis is headquartered in
Paris and has approximately 3,000
employees in France as well as in
Spain, Luxembourg, Morocco and Switzerland. Its shares are listed on Euronext
Growth in Paris. For more
information, visit umanis.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, additional external risks (such as pandemics, armed
conflict and inflation) 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 8.1.1. of our Q2 2022 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.