TAKE OVER OFFER!
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CGI announces offer to acquire Star Data, a Canadian-based financial services information provider with annual revenues of close to CDN$80 million
Montreal, Quebec --
CGI Group Inc. (TSE:GIB.A/NYSE:GIB) and Star Data Systems Inc.
(TSE:STY) announced today that their respective boards of
directors have approved a proposed transaction whereby CGI would
offer to acquire all of the issued and outstanding common shares
of Star Data, a TSE-listed provider of IT services and solutions
to the financial services industry. The proposed transaction is
to be implemented by way of a share exchange takeover bid of Star
Data.
The offer price will be CDN$5.00 per common share of Star Data
payable by the issuance of 0.737 CGI Class A subordinate shares
for each Star Data common share. The exchange ratio is based on
the weighted average closing price on the TSE of CGI's Class A
subordinate shares over the past ten trading days. The offer
represents a 45% premium over yesterday's closing price of $3.45
per Star Data share.
CGI has entered into a lock-up agreement with certain Star Data
shareholders, including Canadian General Capital Limited, holding
an aggregate of 28.8% of Star Data's common shares, pursuant to
which, subject to their ability to tender to a superior
acquisition proposal made before the close of business on
December 7th, 2000 and certain other conditions being met, these
shareholders have agreed to irrevocably tender all their Star
Data shares to the CGI offer.
A special committee to the board of directors of Star Data has
reviewed the transaction and has received an opinion from Yorkton
Securities Inc. that CGI's proposed offer would be fair, from a
financial point of view, to Star Data's shareholders who have not
entered into the lock up agreement.
The board of directors of Star Data supports the proposed offer
and will recommend to the shareholders of Star Data that they
tender their common shares to CGI's offer. Star Data has entered
into a support agreement with CGI whereby Star Data has agreed
not to solicit competing offers and to pay a break-up fee in
certain circumstances. If a superior transaction emerges and CGI
elects not to match such transaction, Star Data will pay a fee of
CDN$3.7 million to CGI.
Completion of the transaction is conditional upon satisfaction of
certain conditions, including the receipt of any necessary
governmental and other regulatory approvals and the deposit at
the expiry time of CGI's offer of at least 66 2/3 % of Star
Data's issued and outstanding common shares (on a fully diluted
basis). CGI expects to mail a bid circular to all shareholders by
December 11, 2000 and to finalize the transaction by mid-January
2001.
Star Data operates two primary business units - Information
Systems and Wealth Management Solutions - and its clients include
major Canadian financial institutions. Star Data has 10 offices
Canada-wide and two state-of-the-art technology management
facilities in Toronto. Star Data was established in 1985 and
employs over 400 professionals.
"We are pleased to make an offer which we believe is fair to the
shareholders of Star Data and CGI," said Michael Roach, CGI's
executive vice-president and general manager, Canada. "This
transaction fits in well with CGI's strategic plan aimed at
serving the needs of the financial services industry including
the wealth management sector."
"We believe that there is a great fit between the IT services and
solutions of our two companies," added Michael Roach. "By
leveraging both companies' strengths, namely Star Data's leading
edge, highly respected solutions, and CGI's strong IT expertise
and service offering, together we will be able to meet the full
information technology needs of our respective clients in the
financial services industry."
"The prospect of joining CGI should bring significant benefits to
all of Star Data's stakeholders," said Alan Hutton, president and
CEO of Star Data. "Together with CGI we will be able to offer our
customers more services and solutions, consistent with the
excellence that is core to both organizations. Partnering with
CGI will also create exciting new opportunities for our
employees, and help accelerate the implementation of our growth
strategies. And importantly, this agreement will provide
increased liquidity and value for Star Data's shareholders."
Phillip Doherty, Star Data's chairman and president and CEO of
Canadian General Capital Limited (CGC), stated: "CGC has been
involved with Star Data for almost eight years and we are proud
of their accomplishments and the stature that Star Data enjoys in
its markets. We are pleased that CGI recognizes the inherent
value and strategic benefits of Star Data. CGC supports their bid
to acquire the Company, which we believe is in the best interests
of all Star Data's stakeholders. All Star Data shareholders
should continue to benefit over time from the growth and
performance of CGI Group."
About Star Data
Star Data provides information services and wealth management
solutions to the financial services industry. Star Data is based
in Toronto, with offices in Vancouver, Calgary, Winnipeg, London,
Markham, Montreal, Halifax and London, UK. The company employs
more than 400 people and is listed on the Toronto Stock Exchange
under the symbol STY. For more information on the company's
products, services and investor relations' activities visit
www.stardata.com.
About CGI
Founded in 1976, CGI is the largest independent Canadian
information technology consulting firm and the fifth largest in
North America, based on its headcount of close to 10,000
professionals. CGI's order backlog totals approximately CDN$7.0
billion and its revenue stands at CDN$1.4 billion. CGI provides
end-to-end IT services and business solutions to 2,500 clients in
Canada, the United States and more than 20 countries around the
world. CGI's shares are listed on the New York Stock Exchange
(GIB), as well as on the Toronto exchange (GIB.A). They are
included in the Toronto Stock Exchange's TSE 100 index as well as
the S&P/TSE Canadian Information Technology index. Web site:
www.cgi.ca.
All statements in this press release that do not directly and
exclusively relate to historical facts constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements
represent CGI Group Inc.'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.
These factors include and are not restricted to the timing and
size of 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, and other
risks identified in Management's Discussion and Analysis (MD&A)
in CGI Group Inc.'s annual report or Form 40F filed with the US
Securities & Exchange Commission and the Company's Annual
Information Form filed with Canadian securities commissions. All
of the risk factors included in these filed documents are
included here by reference. CGI disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
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For more information:
CGI
Ronald White
Director, investor relations
(514) 841-3230
Eileen Murphy
Director, media relations
(514) 841-3430
Star Data Systems
Alan Hutton,
President & CEO
(416) 363-7827
Aubrey W. Baillie |
