National Bank Confirms It Has Accepted CGI's Takeover
Bid for Cognicase
MONTREAL, QUEBEC--DECEMBER 6, 2002 - 10:03 EST
National Bank of Canada confirms that it has
signed a Lockup Agreement with CGI Group Inc. under which it has
agreed, subject to certain conditions, to tender all the common
shares it holds in Cognicase Inc. in acceptance of the takeover
bid announced earlier today by CGI at a price of $4.25 per share.
The Bank's interest in Cognicase represents approximately 15% of
that company's capital stock.
The Lockup Agreement allows National Bank of Canada to enter into
discussions with a third party that could be designated to it by
Cognicase within seven days to purchase its shares by means of
another takeover bid. In the event of a competing bid being made
at a higher price, National Bank of Canada would be allowed to
accept it under the terms of the Lockup Agreement.
In the context of the takeover bid made by CGI Group and the
Lockup Agreement between the parties, National Bank of Canada has
indicated that it is prepared to extend from May 31, 2010 through
December 31, 2012 the Outsourcing Agreement governing information
technology and management services that binds it to Cognicase,
subject to mutually acceptable conditions being negotiated by the
parties in question. National Bank of Canada confirms that the
possibility of such an extension of the Outsourcing Agreement
would also be available, if required, in the event of any
competing bid.
It is now up to the Board of Directors of Cognicase to study the
offer made by CGI Group, to respond to it and to provide the
necessary information to its shareholders.
About National Bank of Canada
National Bank of Canada is an integrated group which provides
comprehensive financial services to consumers, small and
medium-sized enterprises and large corporations in its core
market, while offering specialized services to its clients
elsewhere in the world. The National Bank offers a full array of
banking services, including retail, corporate and investment
banking. It is an active player on international capital markets
and, through its subsidiaries, is involved in securities
brokerage, insurance and wealth management as well as mutual fund
and retirement plan management. The National Bank has assets of
over $75 billion and, together with its subsidiaries, employs
over 17,000 people. The Bank's securities are listed on the
Toronto Stock Exchange (NA:TSX). For more information, visit the
Bank's website at www.nbc.ca. |
