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GIB.A (TSX)
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cgi.com/en/newsroom
MONTRÉAL, May 27, 2024
/PRNewswire/ - 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 2,887,878 of its Class A subordinate
voting shares ("Class A Shares") held by CDPQ for a price of
$138.51 per Class A Share, which
represents a discount to the closing price on May 27, 2024 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 16.29 million Class A Shares, representing
approximately 7.15% of CGI's total outstanding shares.
"CGI is an international leader in the IT industry and continues
to stand out with its sustained growth and operational excellence,
benefiting its shareholders," highlights Kim Thomassin, Executive Vice-President and Head
of Québec at CDPQ. "We will remain a major shareholder of the
company following this repurchase, and continue our commitment of
over 30 years in supporting CGI's expansion."
"This transaction is consistent with CGI's strategy to
continuously deliver accretive value to our shareholders," said
Julie Godin, Co-Chair of the Board,
CGI. "With strong profitability and cash generation—including
$2.8 billion of cash readily
available as at the end of March 2024—CGI's financial strength
reflects our ongoing resilience and capacity to execute on our
Build and Buy profitable growth strategy."
A favorable decision was obtained from the Autorité des marchés
financiers ("AMF") to exempt CGI from the issuer bid requirements
under applicable securities legislation. The transaction is
expected to be entered into later today and settled on May 29, 2024.
The share repurchase will be made under CGI's normal course
issuer bid ("NCIB"), the renewal of which was announced on
January 31, 2024. Under the NCIB, CGI
is authorized to repurchase up to 20,457,737 Class A Shares by
February 5, 2025. 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 27, 2024, CGI had repurchased
2,361,530 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 www.sedarplus.ca
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 90,000 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 2023 reported revenue is $14.30
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 pension 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,
2023, CDPQ's net assets totalled CAD 434 billion.
For more information, visit cdpq.com, consult
our LinkedIn or Instagram pages, or follow us
on X.
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, climate-related issues and inflation)
and our ability to negotiate new contracts; risks related to our
industry such as competition and our ability to develop and expand
our services to address emerging business demands and technology
trends (such as artificial intelligence), 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, the
termination, modification, delay or suspension of our contractual
agreements, our expectations regarding future revenue resulting
from bookings and backlog, our ability to attract and retain
qualified employees, to negotiate favourable contractual terms, to
deliver our services and to collect receivables, to disclose,
manage and implement environmental, social and governance (ESG)
initiatives and standards, and to achieve ESG commitments and
targets, including without limitation, our commitment to net-zero
carbon emissions, as well as the reputational and financial risks
attendant to cybersecurity breaches and other incidents, including
through the use of artificial intelligence, and financial risks
such as liquidity needs and requirements, maintenance of financial
ratios, interest rate fluctuations 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.sedarplus.ca) and the U.S. Securities and
Exchange Commission (on EDGAR at www.sec.gov). 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.