Paris, France, July 19, 2022
CGI Inc. (“CGI”) (NYSE: GIB) (TSX: GIB.A) and Umanis SA (“Umanis”) (Euronext Growth - FR0013263878 - ALUMS) announce that on July 18, 2022, the French financial markets (Autorité des Marchés Financiers) has published the results of a simplified tender offer for all Umanis shares not held by CGI France SAS (“CGI France”), which closed on July 13, 2022.
As part of the simplified tender offer, CGI France acquired 2,428,749 shares in Umanis and now holds a total of 16,983,876 shares, representing 91.54% of the company’s capital and at least 91.42% of voting rights.1
In accordance with the terms of its simplified tender offer, CGI France intends to request implementation of the squeeze-out procedure at the same price as the simplified tender offer, or €17.15 per Umanis share, net of all costs.
Trading on Umanis shares has been suspended since July 14, 2022.
“We are pleased to have reached this decisive stage in the acquisition of Umanis,” said Laurent Gerin, President, Western and Southern Europe, CGI. “Our teams look forward to working together to deliver even more value to our clients. We are confident in our ability to quickly get on track for the start of our new fiscal year.”
“We are delighted with the success of the simplified tender offer, which applied to all Umanis shares,” said Olivier Pouligny, CEO of Umanis. “We are already collaborating closely on the next steps of the integration to ensure our clients continue to receive superior service and benefit from the extended capabilities of CGI.”
About CGI
Founded in 1976, CGI is among the largest independent IT and business consulting services firms in the world. With 84,000 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 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 Umanis
Umanis is a digital services company specializing in data, digital and business solutions with annual sales of approximately €246 million. Umanis has been operating for more than 30 years, mainly in the French market. Established in 1990, Umanis leverages its expertise in five major areas (big data and artificial intelligence, infrastructure and the cloud, digital experience, and integration of business and BPO solutions) to support clients through their digital transformation. Umanis is based in Paris and has approximately 3,000 employees in France, Spain, Luxembourg, Morocco and Switzerland. Shares are listed on Euronext Growth in Paris. For more information, please visit umanis.com.
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 8.1.1. of our Q2 2022 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.
For more information
CGI Contacts
Investors
Kevin Linder
Senior Vice-President, Investor Relations
kevin.linder@cgi.com
+1 905-973-8363
Media
Delphine Torres
Director, Public Affairs, Western and Southern Europe
delphine.torres@cgi.com
+33 6 74 36 39 52
Umanis Contact
ACTUS finance & communication
Mathieu Omnes
Investor Relations
momnes@actus.fr
+33 1 53 67 36 92
1Based on share capital on July 13, 2022, comprised of 18,553,760 shares representing no more than 18,577,532 theoretical votes, and not including 487,920 treasury shares held by Umanis.