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GIB.A (TSX)
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cgi.com/en/newsroom
MONTRÉAL, Aug. 1, 2022
/CNW/ - CGI (TSX: GIB.A) (NYSE: GIB) announced today that it
intends to enter into a private agreement with CDPQ for the
purchase for cancellation of 938,914 of its Class A subordinate
voting shares ("Class A Shares") held by CDPQ for a price of
$106.51 per Class A Share, which
represents a discount to the closing price on July 29, 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 22.5 million Class A Shares, representing
approximately 9.5% of CGI's total outstanding shares.
"Once again this year, CGI produced excellent results for its
shareholders and this repurchase of shares is an opportunity to
monetize a portion of our investment to the benefit of our
depositors" 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. "CGI has the strength and capital resources to execute on our
Build and Buy profitable growth strategy given our strong balance
sheet and excellent cash generation, combined with $2.3 billion of cash readily available at the end
of June 2022."
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
August 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
July 29, 2022, CGI had repurchased
5,088,959 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 88,500
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 CDPQ
At CDPQ, we invest constructively to generate sustainable
returns over the long term. As a global investment group managing
funds for public retirement and insurance plans, we work alongside
our partners to build enterprises that drive performance and
progress. We are active in the major financial markets, private
equity, infrastructure, real estate and private debt. As at
December 31, 2021, CDPQ's net assets
totalled CAD 419.8 billion. For more information, visit
cdpq.com, follow us on Twitter or consult our Facebook or LinkedIn
pages.
CDPQ is a registered trademark owned by Caisse de dépôt et
placement du Québec and licensed for use by its
subsidiaries.
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 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.