CGI to buy back shares held by CDPQ for about C$400m

Montreal-based CGI, a provider of IT and business consulting services, has agreed to buy back 3.97 million of Class A subordinate voting shares held by Caisse de dépôt et placement du Québec. The price is C$100.80 per share or about C$400 million. Once the transaction is completed, CDPQ will hold about 9.8 percent of CGI’s total shares.

PRESS RELEASE

MONTRÉAL, MARCH 1, 2022
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 (“CDPQ “) for the purchase for cancellation of 3,968,159 of its Class A subordinate voting shares (“Class A Shares”) held by CDPQ for a price of $100.80 per Class A Share, which represents a discount to the closing price on February 28, 2022 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 23.5 million Class A Shares, representing approximately 9.8% of CGI’s total outstanding shares.

“Once again this year, CGI produced excellent results for its shareholders. This repurchase of shares is an opportunity to monetize a portion of our investment to the benefit of our depositors, and we plan to reinvest this amount in Québec companies,” said Kim Thomassin, Executive Vice-President and Head of Québec at CDPQ. “Following this transaction, CDPQ 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 consistent with our value creation strategy and is immediately accretive to our shareholders,” said Julie Godin, Co-Chair of the Board, CGI. “With a solid balance sheet and excellent cash generation combined with $2.7 billion of cash readily available at the end of December 2021, CGI has the strength and capital resources to execute on our Build and Buy profitable growth strategy.”

A favourable decision was obtained from the Autorité des marchés financiers (AMF) to exempt CGI from the issuer bid requirements under applicable securities legislation. The transaction will be entered into at a discount, in accordance with the decision of the AMF, and is expected to be entered into later today and settled on March 2, 2022.

The share repurchase will be made under CGI’s normal course issuer bid (“NCIB”), the renewal of which was announced on February 2, 2022. Under the NCIB, CGI is authorized to repurchase up to 18,781,981 Class A Shares by February 5, 2023.

The NCIB allows for purchases outside the facilities of the TSX by private agreements pursuant to exemption orders issued by securities regulators. As at February 25, 2022, CGI had not repurchased any 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 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 firms in the world. With 82,000 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.