FILER: CGI Group Inc.
SUBJECT: IMRglobal Corp.
COMMISSION FILE NO.: 1-14858
This communication is filed pursuant to Rules 165 and 425 promulgated under the
Securities Act of 1933, as amended.
PRESS RELEASE FOR IMMEDIATE PUBLICATION
IMRGLOBAL AND CGI GROUP REJECT CLASS ACTION AS MERITLESS
MONTREAL AND CLEARWATER, FLORIDA, July 20, 2001 - IMRglobal Corp.
(Nasdaq:IMRS) (IMRglobal) and CGI Group Inc. (NYSE:GIB; TSE:GIB.A) (CGI)
announced that a lawsuit has been filed against IMRglobal and its
directors, alleging breaches of fiduciary duty in connection with
IMRglobal's pending merger with CGI.
The suit, which was filed in state court in Florida, is seeking class
action status on behalf of all shareholders of IMRglobal. The suit alleges
that the terms of the pending merger with CGI will produce an unfairly low
price and that certain personal benefits to be received by IMRglobal's
directors in connection with the merger caused IMRglobal to approve the
merger with CGI. The suit seeks either injunctive or monetary relief.
Satish Sanan, chairman and chief executive officer of IMRglobal, stated:
"The claims made in this lawsuit are entirely without merit. The proposed
merger with CGI is clearly the best alternative available to IMRglobal and
is fair and in the best interests of IMRglobal shareholders. We intend to
proceed with the merger with CGI without delay and to vigorously oppose
this unfounded legal action."
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.
The transaction will position CGI as the fourth largest independent IT
services company in North America, with close to 13,000 employees. CGI will
serve more than 3,000 clients in the US, Canada, the United Kingdom,
France, India, Japan, and Australia from more than 60 offices in 24
countries. Completion of the transaction requires that a majority of
IMRglobal shares outstanding be voted in favor of the transaction at a
special meeting of IMRglobal shareholders, which is scheduled for July 27,
2001 in New York City. The transaction is expected to be completed shortly
after shareholder approval.
ABOUT IMRGLOBAL
IMRglobal is a global provider of end-to-end information technology (IT)
services to Fortune 500 and Global 2000 companies in six vertical
industries: financial services, healthcare, government, utilities, retail &
distribution and manufacturing/distribution. IMRglobal's services include
business consulting, e-business, software development, application
management and professional services. IMRglobal maintains corporate
headquarters in the United States and country headquarters in France, the
United Kingdom, India, Japan, Canada and Australia. IMRglobal's shares are
listed on Nasdaq (IMRS). For more information on IMRglobal, visit
www.imrglobal.com.
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ABOUT CGI
Founded in 1976, CGI is the fifth largest independent information
technology services firm in North America, based on its headcount of more
than 10,000 professionals. CGI's order backlog totals approximately US$5.3
billion (CDN$8.2 billion) and its revenue run-rate is close to US$1 billion
(CDN$1.5 billion). CGI provides end-to-end IT services and business
solutions to 2,500 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, including any statements
relating to the expected value of the consideration that IMRglobal
shareholders will receive on the closing date, the expected date the proxy
statement will be mailed to IMRglobal shareholders and the expected date of
IMRglobal shareholders special meeting. 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, failure of IMRglobal shareholders to approve 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.
The forward-looking statements included in this document are made only as
of the date of this document. CGI Group Inc. and IMRglobal Corp. each
disclaims any intention or obligation to update or revise any
forward-looking statement, whether as a result of new information, future
events or otherwise.
Investors are urged to read the relevant documents that have been filed
with the SEC by CGI Group Inc. and IMRglobal Corp. in connection with the
merger, including the proxy statement/prospectus included in the CGI
registration statement on Form F-4, because they contain important
information regarding the proposed merger, including the identities of the
participants in any solicitation of proxies or consents from IMRglobal
Corp. shareholders and a description of such participants' interests in any
such solicitation. You can obtain a free copy of the proxy
statement/prospectus and any other documents filed with the SEC by CGI
Group Inc. and IMRglobal Corp. in connection with the merger at the SEC's
website, www.sec.gov. Investors and shareholders may also obtain a free
copy of the proxy statement/prospectus and other relevant documents filed
with the SEC by CGI and IMRglobal by contacting the CGI investor relations
department at (514) 841-3230 and IMRglobal investor relations department at
(727) 467-8163. CGI, IMRglobal and their directors and executive officers
may be deemed to be participants in the solicitation of proxies from
shareholders of IMRglobal in favor of the merger. If you are interested in
obtaining information on the CGI and IMRglobal directors and executive
officers, including their interests, if any, in IMRglobal common stock, you
are urged to read the proxy statement/prospectus.
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FOR MORE INFORMATION:
CGI
Investor inquiries Media inquiries
Ronald White Eileen Murphy
Director, investor relations Director, media relations
(514) 841-3230 (514) 841-3430
IMRGLOBAL
Vincent Addonisio
Executive vice president and chief administrative officer
Tel: (727) 467-8000