GIB.A (TSX)
GIB (NYSE)
cgi.com/en/newsroom
ALUMS
(Euronext Growth Paris)
umanis.com/en/
PARIS,
France, July 19, 2022 /CNW/ - CGI Inc.
("CGI") (NYSE: GIB) (TSX: GIB.A) and Umanis SA ("Umanis") (Euronext
Growth - FR0013263878 - ALUMS) announce that on July 18, 2022, the French financial markets
(Autorité des Marchés Financiers) has published the results of
a simplified tender offer for all Umanis shares not held by CGI
France SAS ("CGI France"), which closed on July 13, 2022.
As part of the simplified tender offer, CGI France acquired
2,428,749 shares in Umanis and now holds a total of 16,983,876
shares, representing 91.54% of the company's capital and at least
91.42% of voting rights.1
In accordance with the terms of its simplified tender offer, CGI
France intends to request implementation of the squeeze-out
procedure at the same price as the simplified tender offer, or
€17.15 per Umanis share, net of all costs.
Trading on Umanis shares has been suspended since July 14, 2022.
"We are pleased to have reached this decisive stage in the
acquisition of Umanis," said Laurent
Gerin, President, Western and Southern Europe, CGI. "Our teams look forward
to working together to deliver even more value to our clients. We
are confident in our ability to quickly get on track for the start
of our new fiscal year."
"We are delighted with the success of the simplified tender
offer, which applied to all Umanis shares," said Olivier Pouligny,
CEO of Umanis. "We are already collaborating closely on the next
steps of the integration to ensure our clients continue to receive
superior service and benefit from the extended capabilities of
CGI."
____________________
|
1
|
Based on share capital
on July 13, 2022, comprised of 18,553,760 shares representing no
more than 18,577,532 theoretical votes, and not including 487,920
treasury shares held by 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 business solutions with annual sales of approximately
€246 million. Umanis has been operating for more than 30 years,
mainly in the French market. Established in 1990, Umanis leverages
its expertise in five major areas (big data and artificial
intelligence, infrastructure and the cloud, digital experience, and
integration of business and BPO solutions) to support clients
through their digital transformation. Umanis is based in
Paris and has approximately 3,000
employees in France, Spain, Luxembourg, Morocco and Switzerland. Shares are listed on Euronext
Growth in Paris. For more
information, please 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.