CGI (TSX: GIB.A; NYSE: GIB) disclosed that it intends to enter into a private agreement with Caisse de dépôt et placement du Québec (CDPQ) for the purchase for cancellation of 6,008,905 of its Class A subordinate voting shares held by CDPQ for a price of $99.85 per Class A Share, which represents a discount to the closing price on February 14, 2020 of the Class A Shares on the Toronto Stock Exchange (TSX).
CDPQ will receive $599,989,164.25 in gross proceeds from the sale.
The share repurchase will be made under CGI’s normal course issuer bid (NCIB). The transaction is expected to be entered into later today and settled on February 19, 2020.
Following the closing of the transaction, CDPQ will continue to hold approximately 31.4 million Class A Shares, representing approximately 11.9% of CGI’s total outstanding shares.
Serge Godin, founder and Executive Chairman, and André Imbeau, founder and advisor to Chairman, who control 100% of CGI’s Class B shares, will increase their collective voting control from 54.7%.
Founded in 1976, CGI is among the largest independent IT and business consulting services firms in the world. With 77,500 consultants and other 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.
photo credit: CGI
News Release
CGI announces intent to repurchase 6.01 million of its shares held by Caisse de dépôt et placement du Québec
Private Equity Montréal, February 17, 2020
Represents $600.0 million transaction by CGI
CGI (TSX: GIB.A) (NYSE: GIB) announced today that it intends to enter into a private agreement with Caisse de dépôt et placement du Québec (“la Caisse”) for the purchase for cancellation of 6,008,905 of its Class A subordinate voting shares (“Class A Shares”) held by la Caisse for a price of $99.85 per Class A Share, which represents a discount to the closing price on February 14, 2020 of the Class A Shares on the Toronto Stock Exchange (“TSX”).
The transaction will be made in connection with the periodic portfolio rebalancing of la Caisse. Once completed, la Caisse will continue to hold approximately 31.4 million Class A Shares, representing approximately 11.9% of CGI’s total outstanding shares.
“Once again this year, CGI continues to produce excellent results for its shareholders, and this transaction is an opportunity for la Caisse to monetize a portion of our investment to the benefit of our depositors,” said Charles Emond, President and Chief Executive Officer of la Caisse. “La Caisse remains a significant shareholder of CGI and intends to continue supporting the growth and globalization of this information technology leader.”
“This transaction is immediately accretive and consistent with our value creation strategy,” said François Boulanger, Executive Vice-President and Chief Financial Officer, CGI. ”We remain very well positioned to continue executing our Build and Buy profitable growth strategy through our strong cash flow generation and access to our credit facility.”
A favourable decision was obtained from the Autorité des marchés financiers to exempt CGI from the issuer bid requirements under securities legislation applicable to the transaction, which will be made at a discount in accordance with the decision and is expected to be entered into later today and settled on February 19, 2020.
The share repurchase will be made under CGI’s normal course issuer bid (“NCIB”), the renewal of which was announced on January 29, 2020. Under the NCIB, CGI is authorized to repurchase up to 20,149,100 Class A Shares by February 5, 2021. 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 14, 2020, 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 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 77,500 consultants and other 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. With Fiscal 2019 reported revenue of C$12.1 billion, CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB). Learn more at cgi.com.
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For more information
Media contact +1 514 847-5493 medias@cdpq.com
Lorne Gorber
Executive Vice-President, Investor and Public Relations
CGI
+1 514-841-3355
lorne.gorber@cgi.com