Represents a $231.4 million transaction by CGI
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MONTRÉAL, Feb 26, 2018 /PRNewswire/ - CGI (TSX: GIB.A) (NYSE: GIB) announced today that it intends to enter into a private agreement with Mr. Serge Godin, Founder and Executive Chairman of the Board of CGI, for the purchase for cancellation of 3,230,450 Class A subordinate voting shares ("Class A Shares") indirectly held by him, including 2,761,783 Class A Shares resulting from the conversion of an equivalent number of Class B shares (multiple voting) ("Class B Shares"), at a price of $71.64 per Class A Share, for a total consideration of $231.4 million . The price represents a discount of three percent (3%) to the closing price of the Class A Shares on the Toronto Stock Exchange ("TSX") on February 23, 2018. CGI will fund the repurchase from cash on hand and its existing revolving credit facility.
A Special Committee of CGI's Board of Directors, composed exclusively of independent directors, was established in connection with the share repurchase. After consultation with its external legal advisors Norton Rose Fulbright Canada LLP and financial advisors National Bank Financial Inc. and the receipt of an opinion regarding the reasonableness of the terms of the transaction from National Bank Financial Inc., the Special Committee unanimously determined that the share repurchase was in the best interest of the Company and recommended that the Board of Directors approve the transaction. A favourable decision was obtained from the Autorité des marchés financiers (Quebec securities regulator) to exempt CGI from the issuer bid requirements under applicable securities legislation.
Following the recommendation of the Special Committee, the share repurchase was also unanimously approved by the Board of Directors. All non-independent directors, including Mr. Serge Godin, refrained from participating in the Board of Directors' deliberations and from voting on matters relating to the transaction.
Dominic D'Alessandro, Lead Director and Chair of the Board of Directors' Special Committee, noted that: "The transaction presented an excellent opportunity to repurchase shares at a discount, with immediate and long-term accretion that will benefit all shareholders."
The transaction is entered into by Mr. Godin for estate planning purposes. Mr. Godin will also subsequently donate 269,600 Class A Shares resulting from the conversion of an equivalent number of Class B Shares indirectly held by him to Fondation Jeunesse-Vie, a foundation established by Mr. Godin in 2000 to alleviate poverty, advance education and improve the health of disadvantaged children and teenagers in Canada. With this donation, the Foundation will have in excess of $40 million to further its mission and purpose.
"CGI was built to grow and last," said Mr. Godin. "As the digital revolution accelerates, the demand for information technology and our services will only grow. I am more confident than ever before in the future of CGI, and am privileged to work each and every day with our team to help shape and capture this opportunity around the world." Mr. Godin also indicated that he has no intention of disposing of additional CGI shares in the near future.
After completion of the transaction and the donation, there will be 255,472,560 Class A Shares and 29,821,365 Class B Shares of CGI issued and outstanding. Mr. Godin will continue to beneficially own, directly or indirectly, or exercise control or direction over 46.2% of the total voting rights compared with 49.0% prior to the transaction and the donation.
The share repurchase, which is expected to be entered into later today, will be made under CGI's normal course issuer bid ("NCIB") commenced on February 6, 2018. Under the NCIB, CGI is authorized to repurchase up to 20,595,539 Class A Shares until the earlier of February 5, 2019 or the date on which CGI will either have acquired the maximum number of Class A Shares allowable under the NCIB or otherwise decided not to make any further purchases for cancellation under it. 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 23, 2018, 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 and aggregate purchase price paid, will be available on SEDAR at www.sedar.com following the completion thereof. CGI will not issue any additional press release announcing the completion of this share repurchase.
Founded in 1976, CGI is the fifth largest independent end to end IT and business consulting services firm in the world. With approximately 72,500 professionals worldwide, CGI offers comprehensive end-to-end IT and business consulting services, systems integration as well as IT and business process outsourcing services. These services are complemented by CGI's intellectual property solutions that help clients accelerate value creation and leverage digitalization. With annual revenue of C$10.8 billion, CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB). Website: www.cgi.com.
All statements in this press release that do not directly and exclusively relate to historical facts constitute "forward-looking statements" within the meaning of Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934, as amended, and are "forward-looking information" within the meaning of Canadian securities laws. These statements and this information represent CGI's intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, of which many are beyond the control of the Company. These factors could cause actual results to differ materially from such forward-looking statements or forward-looking information. These factors include but are not restricted to: the timing and size of new contracts; acquisitions and other corporate developments; the ability to attract and retain qualified employees; market competition in the rapidly evolving information technology industry; general economic and business conditions; foreign exchange and other risks identified or incorporated by reference in this press release, in CGI's annual and/or quarterly Management's Discussion and Analysis and in other public disclosure documents filed with the Canadian securities regulators (on SEDAR at www.sedar.com) and the U.S. Securities and Exchange Commission (on EDGAR at www.sec.gov), as well as assumptions regarding the foregoing. The words "believe", "estimate", "expect", "intend", "anticipate", "foresee", "plan", and similar expressions and variations thereof, identify certain of such forward-looking statements or forward-looking information, which speak only as of the date on which they are made. In particular, statements relating to future performance are forward-looking statements and forward-looking information. CGI disclaims any intention or obligation to publicly update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements or on this forward-looking information.
SOURCE CGI Group Inc.