CDPQ to sell $272.8M CGI shares

CGI (TSX: GIB.A; NYSE: GIB) intends to enter into a private agreement with Caisse de dépôt et placement du Québec (CDPQ) for the purchase for cancellation of 3,634,729 of its Class A subordinate voting shares held by CDPQ for a price of $75.06 per Class A Share, which represents a discount to today’s closing price of the Class A Shares on the Toronto Stock Exchange (TSX), for consideration of $272.82 milllion.

Once completed, CDPQ will continue to hold approximately 42.6 million Class A Shares, representing approximately 15.1% of CGI’s total outstanding shares.

photo credit: CGI

News Release

CGI announces intent to repurchase 3.63 million of its shares held by Caisse de dépôt et placement du Québec

PRIVATE EQUITY
MONTRÉAL (QUÉBEC), MAY 8, 2018

Represents $272.8 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 3,634,729 of its Class A subordinate voting shares (“Class A Shares”) held by la Caisse for a price of $75.06 per Class A Share, which represents a discount to today’s closing price 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 42.6 million Class A Shares, representing approximately 15.1% of CGI’s total outstanding shares.

“CGI has delivered excellent results for its shareholders again this year. As we have done in the past, la Caisse wishes to monetize a portion of this performance to benefit its depositors while allowing CGI to optimize liquidity by redeeming shares,” said Christian Dubé, Executive Vice-President, Québec, of la Caisse. Following this transaction, la Caisse 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 immediately accretive and consistent with our value creation strategy,” said George D. Schindler, President and Chief Executive 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 May 10, 2018.

The share repurchase will be made under CGI’s normal course issuer bid (“NCIB”), the renewal of which was announced on January 31, 2018. Under the NCIB, CGI is authorized to repurchase up to 20,595,539 Class A Shares by February 5, 2019. The NCIB allows for purchases outside the facilities of the TSX by private agreements pursuant to exemption orders issued by securities regulators. As at May 7, 2018, 3,230,450 shares had been repurchased under the 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 firm in the world. With 73,000 professionals across the globe, CGI delivers an end-to-end portfolio of capabilities, from IT and business consulting to systems integration, outsourcing 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 annual revenue of C$10.8 billion, CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB). Learn more at cgi.com.

ABOUT CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
Caisse de dépôt et placement du Québec (CDPQ) is a long-term institutional investor that manages funds primarily for public and parapublic pension and insurance plans. As at December 31, 2017, it held CAD 298.5 billion in net assets. As one of Canada’s leading institutional fund managers, CDPQ invests globally in major financial markets, private equity, infrastructure, real estate and private debt. For more information, visit cdpq.com/en, follow us on Twitter @LaCDPQ or consult our Facebook or LinkedIn pages.

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For more information
MEDIA CONTACT
+1 514 847-5493
+1 866 330-3936
medias@cdpq.com

Ted Liu

Ted Liu, M.Sc. (Mining, Queen's), MBA (Finance, Toronto), is the Editor of Private Capital Journal, CanadaMetals.ca, TechWire.ca, and the former Editor of Canadian Private Equity. Ted has been passionately tracking Canadian private capital industry since 1992, having most recently served as Research Director for The Canadian Venture Capital and Private Equity Association (CVCA).

Ted is the architect of CVCA infobase, and is the architect of CPE Media's Financings.ca, Canada's most sophisticated and advanced all private capital and public market financing database.