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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF JULY, 2001
CGI GROUP INC.
(Translation of Registrant name into English)
1130 Sherbrooke Street West
5th Floor
Montreal, Quebec
Canada H3A 2M8
(Address of Principal Executive
Offices)
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Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F Form 40-F X
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934. Yes No: X
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ENCLOSURE: Press Release dated July 27, 2001
This Form 6-K is filed under the Securities Exchange Act of 1934, as
amended, and is incorporated by reference into the Registrant's
Registration Statement on Form F-4 (Reg. No. 333-58116) of and the related
prospectus, and into its Registration Statements on Form S-8, (Reg. Nos.
333-9106 and 333-13350).
PRESS RELEASE FOR IMMEDIATE PUBLICATION
CGI and IMRglobal announce completion of merger
NEW YORK, JULY 27, 2001 - CGI Group Inc. (NYSE: GIB; TSE: GIB.A) (CGI) and
IMRglobal Corp. (Nasdaq: IMRS) (IMRglobal) announced that the merger of
IMRglobal into CGI was completed today following approval of the merger by
IMRglobal's shareholders at a special meeting held in New York City. The
merger establishes CGI as the fourth largest independent IT services
company in North America, with more than 13,000 members (employees) and
deep expertise in key vertical markets.
The combined entity, with a revenue run-rate of US$1.3 billion (CDN $2
billion), will serve more than 3,000 longstanding, market-leading clients
in North America, Europe and Asia Pacific from more than 60 offices in over
20 countries.
"IMRglobal strengthens CGI's focused expertise in vertical markets and
further positions CGI as a competitive alternative for companies seeking a
dedicated, cost-effective partner that understands the businesses within
which they operate," noted Serge Godin, chairman, president and CEO of CGI.
"Furthermore, with our expanded critical mass in the US and abroad adding
to our global reach and our unique delivery model, we are bringing
strategic value to all of our clients."
TRANSACTION HIGHLIGHTS
o Provides the critical mass to position CGI as a full IT services
outsourcing player in the large US outsourcing market;
o Significantly strengthens CGI's systems integration and high-end
consulting capabilities in the US and UK, while providing a presence
in France, India, Japan and Australia;
o Strengthens organic growth in its six key vertical markets - financial
services, telecommunications, government, healthcare, manufacturing /
retail / distribution, and energy and utilities;
o Provides a unique delivery model which brings high quality, cost
effective client support through IT services operations in Mumbai, as
well as in Bangalore, the high technology centre of India;
o Adds strong management and IT professionals in the US and
international markets.
INTEGRATION ROAD MAP
Effective immediately, a fully integrated organizational structure is being
put into place, employees are being integrated, service offerings are being
coordinated and cross-selling opportunities pursued. In the mid -term,
financial systems will be integrated and offices will be ISO 9001
certified.
Satish Sanan, former CEO of IMRglobal was named president, USA and Asia
Pacific of CGI. "With an experienced management team, 3,000 market-leading
clients, focused services and deep technical and vertical market
experience, CGI is poised for continued solid growth," noted Mr. Sanan. "We
are combining two strong companies with reputations for quality, industry
expertise, client focus and performance, creating a leader in the North
American IT services market."
SHAREHOLDER INFORMATION
Under the terms of the merger agreement, announced on February 21, 2001,
IMRglobal shareholders will receive 1.5974 Class A Subordinate Shares of
CGI for each share of IMRglobal Common Stock with cash in lieu of any
fractional shares. IMRglobal shareholders of record as of the close of
business today will be mailed information describing how they may exchange
their IMRglobal share certificates for CGI share certificates.
THIRD QUARTER FINANCIAL RESULTS WILL BE DISCLOSED AT 11 A.M. (ET) ON JULY
31, 2001 VIA WEBCAST AT WWW.CGI.CA OR BY CALLING (888) 209-3775.
ABOUT CGI
Founded in 1976, CGI is the fourth largest independent information
technology services firm in North America, based on its headcount of more
than 13,000 professionals. As at June 30, 2001, CGI's order backlog totaled
approximately US$5.3 billion (CDN$8.2 billion) and as at July 27, 2001, its
revenue run-rate is close to US$1.3 billion (CDN$2 billion). CGI provides
end-to-end IT services and business solutions to 3,000 clients in the
United States, Canada and more than 20 countries around the world. CGI's
shares are listed on the NYSE (GIB), as well as on the TSE (GIB.A). They
are included in the Toronto Stock Exchange's TSE 300 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
FORWARD-LOOKING STATEMENTS MAY INCLUDE (BUT ARE NOT LIMITED TO) THOSE
IDENTIFIED BY THE USE OF THE WORDS "ANTICIPATE," "BELIEVE," "ESTIMATE,"
"EXPECT," "INTEND," AND SIMILAR EXPRESSIONS. THESE FORWARD-LOOKING
STATEMENTS REPRESENT CGI GROUP INC.'S AND IMRGLOBAL CORP.'S CURRENT
INTENTIONS, PLANS, EXPECTATIONS, AND BELIEFS, AND ARE SUBJECT TO RISKS,
UNCERTAINTIES, AND OTHER FACTORS, OF WHICH MANY ARE BEYOND THE CONTROL OF
CGI GROUP INC. OR IMRGLOBAL CORP. THESE FACTORS COULD CAUSE ACTUAL RESULTS,
PERFORMANCE OR ACHIEVEMENTS OF CGI GROUP INC. OR IMRGLOBAL CORP. TO DIFFER
MATERIALLY FROM SUCH FORWARD-LOOKING STATEMENTS.
THESE FACTORS INCLUDE AND ARE NOT RESTRICTED TO, COSTS RELATED TO THE
MERGER, THE RISK THAT THE EXPECTED BENEFITS OF THE MERGER MAY NOT BE
REALIZED, THIRD PARTIES MAY TERMINATE OR ALTER EXISTING CONTRACTS IF
NECESSARY CONSENTS ARE NOT OBTAINED, THE TIMING AND SIZE OF CONTRACTS,
ACQUISITIONS AND OTHER CORPORATE DEVELOPMENTS AND MERGER AND ACQUISITION
STRATEGY, THE ABILITY TO ATTRACT AND RETAIN QUALIFIED EMPLOYEES, MARKET
COMPETITION IN THE RAPIDLY-EVOLVING INFORMATION TECHNOLOGY INDUSTRY,
GENERAL ECONOMIC AND BUSINESS CONDITIONS, VARIABILITY IN OPERATING RESULTS,
POTENTIAL COST OVERRUNS ON FIXED-PRICE PROJECTS, AND OTHER RISKS IDENTIFIED
IN CGI GROUP INC.'S FORM F-4 REGISTRATION STATEMENT, WHICH INCLUDES THE
PROXY STATEMENT/PROSPECTUS FOR THE IMRGLOBAL SHAREHOLDERS SPECIAL MEETING,
AND IN CGI'S ANNUAL OR PERIODIC REPORTS OR FORMS 40-F (INCLUDING THE RISKS
DESCRIBED IN THE MANAGEMENT'S DISCUSSION AND ANALYSIS (MD&A)) FILED WITH
THE U.S. SECURITIES & EXCHANGE COMMISSION, CGI GROUP INC.'S ANNUAL
INFORMATION FORM FILED WITH CANADIAN SECURITIES COMMISSIONS, AND IMRGLOBAL
CORP.'S PERIODIC FILINGS WITH THE SEC UNDER THE SECURITIES EXCHANGE ACT OF
1934. ALL OF THE RISK FACTORS INCLUDED IN THESE FILED DOCUMENTS ARE
INCLUDED HEREIN BY REFERENCE.
FOR MORE INFORMATION:
INVESTOR RELATIONS
CGI
Ronald White
(514) 841-3230
MEDIA RELATIONS
EDELMAN
Cynthia Rogers
(312) 233-1390
CGI
Eileen Murphy
(514)841-3430
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CGI Group Inc.
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(Registrant)
By: /s/ Paule Dore
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Name: Paule Dore
Title: Executive Vice President and
Chief Corporate Officer and
Secretary
Date: July 27, 2001