CGI Announces the Expected Timetable for the Completion of the Recommended Acquisition of Logica
21 Junho 2012 - 4:09AM
Marketwired Canada
On May 31, 2012, the Boards of Directors of CGI Group Inc. ("CGI")
(TSX:GIB.A)(NYSE:GIB) and Logica plc ("Logica") announced that they had reached
agreement on the terms of a recommended cash acquisition of Logica by CGI Group
Holdings Europe Limited ("CGI Europe"), a wholly-owned indirect subsidiary of
CGI, pursuant to which CGI Europe will acquire the entire issued and to be
issued ordinary share capital of Logica. The acquisition is to be implemented by
way of a scheme of arrangement (the "Scheme") under the UK Companies Act 2006.
Logica has now announced that the Scheme document relating to the acquisition is
being sent today to its shareholders.
Full details of the Scheme, the court meeting, and the general meeting of
Logica's shareholders, are set out in the Scheme document. The Scheme document
also contains information on both Logica and CGI and the terms and conditions of
the acquisition. Copies of this announcement, of Logica's announcement, and of
the Scheme document are available free of charge (subject to any applicable
restrictions indicated in the Scheme document with respect to persons resident
in restricted jurisdictions) on CGI's and Logica's websites (www.logica.com and
www.cgi.com).
Timetable for the completion of the Logica acquisition
Subject to the approval of Logica's shareholders, the sanction of the Court, and
the satisfaction or waiver of the other conditions set out in the Scheme
document, it is expected that the Scheme will be implemented in August 2012.
Expected timetable of principal events
The following timetable sets out the expected dates for implementation of the
acquisition (some of which are indicative):
Principal event Time and/or date(1)
Latest time for lodging BLUE Form of Proxy for
the Court Meeting 10:00 a.m. on 14 July 2012
Latest time for lodging WHITE Form of Proxy
for the General Meeting 10:15 a.m. on 14 July 2012
Scheme Voting Record Time 6:00 p.m. on 14 July 2012
Court Meeting 10:00 a.m. on 16 July 2012
General Meeting 10:15 a.m. on 16 July 2012
Scheme Court Hearing 16 August 2012
Last day of dealings in, and for registration
of transfers of, Logica Shares 17 August 2012
Reduction Record Time 6:00 p.m. on 17 August 2012
Reduction Court Hearing 20 August 2012
Effective Date 20 August 2012
Earliest date for cancellation of listing and
admission to trading of Logica Shares 8:00 a.m. on 21 August 2012
Latest date for despatch of Consideration by 3 September 2012
Long Stop Date 16 November 2012
(1) All times shown in this timetable are London times unless otherwise
stated. Some dates are indicative only and will depend, among other
things, on the date upon which the Court sanctions the Scheme and
whether (and, if so, when) the Conditions are fulfilled or (if capable
of waiver) waived. Unless otherwise defined, all capitalized terms in
this timetable shall have the meaning given to them in the Scheme
document.
About CGI
Founded in 1976, CGI Group Inc. is one of the largest independent information
technology and business process services firms in the world. CGI provides
end-to-end services with approximately 31,000 professionals located in offices
and centres of excellence in Canada, the United States, Europe and Asia Pacific.
As at March 31, 2012, CGI's annualized revenue was approximately C$4.3 billion
and its order backlog was approximately C$13.1 billion. CGI shares are listed on
the TSX (GIB.A) and the NYSE (GIB) and are included in both the Dow Jones
Sustainability Index and the FTSE4Good Index. Website: www.cgi.com.
Forward-Looking Statements
All statements in this press release that do not directly and exclusively relate
to historical facts constitute "forward-looking statements" within the meaning
of that term in Section 27A of the United States Securities Act of 1933, as
amended, and Section 21E of the United States Securities Exchange Act of 1934,
as amended, and are "forward-looking information" within the meaning of Canadian
securities laws. These statements and this information represent CGI'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 or forward-looking information. These factors include
but are not restricted to: the satisfaction or waiver of the conditions to
complete the Logica acquisition, including the approval of the scheme of
arrangement by Logica shareholders and the High Court of Justice in England and
Wales, and the receipt of applicable regulatory approvals, the expected dates
for implementation of the acquisition, as well as assumptions regarding the
foregoing. The words "believe," "estimate," "expect," "intend," "anticipate,"
"foresee," "plan," and similar expressions and variations thereof, identify
certain of such forward-looking statements or forward-looking information, which
speak only as of the date on which they are made. CGI disclaims any intention or
obligation to publicly update or revise any forward-looking statements or
forward-looking information, whether as a result of new information, future
events or otherwise, except as required by applicable law. Readers are cautioned
not to place undue reliance on these forward-looking statements or on this
forward-looking information.
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