CGI announces intent to repurchase 2.89 million of its shares held by CDPQ

CGI (TSX: GIB.A) (NYSE: GIB) announced today that it intends to enter into a private agreement with CDPQ for the purchase for cancellation of 2,887,878 of its Class A subordinate voting shares (“Class A Shares”) held by CDPQ for a price of $138.51 per Class A Share, which represents a discount to the closing price on May 27, 2024 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 16.29 million Class A Shares, representing approximately 7.15% of CGI's total outstanding shares.

“CGI is an international leader in the IT industry and continues to stand out with its sustained growth and operational excellence, benefiting its shareholders," highlights Kim Thomassin, Executive Vice-President and Head of Québec at CDPQ. “We will remain a major shareholder of the company following this repurchase, and continue our commitment of over 30 years in supporting CGI’s expansion.”

“This transaction is consistent with CGI’s strategy to continuously deliver accretive value to our shareholders,” said Julie Godin, Co-Chair of the Board, CGI. “With strong profitability and cash generation—including $2.8 billion of cash readily available as at the end of March 2024—CGI’s financial strength reflects our ongoing resilience and capacity to execute on our Build and Buy profitable growth strategy.”

A favorable decision was obtained from the Autorité des marchés financiers (“AMF“) to exempt CGI from the issuer bid requirements under applicable securities legislation. The transaction is expected to be entered into later today and settled on May 29, 2024.

The share repurchase will be made under CGI's normal course issuer bid (“NCIB”), the renewal of which was announced on January 31, 2024. Under the NCIB, CGI is authorized to repurchase up to 20,457,737 Class A Shares by February 5, 2025. The NCIB allows for purchases outside the facilities of the TSX by private agreements pursuant to exemption orders issued by securities regulators. As at May 27, 2024, CGI had repurchased 2,361,530 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 www.sedarplus.ca following the completion thereof. CGI will not issue any additional press release in respect of this share repurchase.

Forward-looking information and statements

This press release contains “forward-looking information” within the meaning of Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable United States safe harbours. All such forward-looking information and statements are made and disclosed in reliance upon the safe harbour provisions of applicable Canadian and United States securities laws. Forward-looking information and statements include all information and statements regarding CGI’s intentions, plans, expectations, beliefs, objectives, future performance, and strategy, as well as any other information or statements that relate to future events or circumstances and which do not directly and exclusively relate to historical facts. Forward-looking information and statements often but not always use words such as “believe”, “estimate”, “expect”, “intend”, “anticipate”, “foresee”, “plan”, “predict”, “project”, “aim”, “seek”, “strive”, “potential”, “continue”, “target”, “may”, “might”, “could”, “should”, and similar expressions and variations thereof. These information and statements are based on our perception of historic trends, current conditions and expected future developments, as well as other assumptions, both general and specific, that we believe are appropriate in the circumstances. Such information and statements are, however, by their very nature, subject to inherent risks and uncertainties, of which many are beyond the control of CGI, and which give rise to the possibility that actual results could differ materially from our expectations expressed in, or implied by, such forward-looking information or forward-looking statements. These risks and uncertainties include but are not restricted to: risks related to the market such as the level of business activity of our clients, which is affected by economic and political conditions, additional external risks (such as pandemics, armed conflict, climate-related issues and inflation) and our ability to negotiate new contracts; risks related to our industry such as competition and our ability to develop and expand our services to address emerging business demands and technology trends (such as artificial intelligence), to penetrate new markets, and to protect our intellectual property rights; risks related to our business such as risks associated with our growth strategy, including the integration of new operations, financial and operational risks inherent in worldwide operations, foreign exchange risks, income tax laws and other tax programs, the termination, modification, delay or suspension of our contractual agreements, our expectations regarding future revenue resulting from bookings and backlog, our ability to attract and retain qualified employees, to negotiate favourable contractual terms, to deliver our services and to collect receivables, to disclose, manage and implement environmental, social and governance (ESG) initiatives and standards, and to achieve ESG commitments and targets, including without limitation, our commitment to net-zero carbon emissions, as well as the reputational and financial risks attendant to cybersecurity breaches and other incidents, including through the use of artificial intelligence, and financial risks such as liquidity needs and requirements, maintenance of financial ratios, interest rate fluctuations and changes in creditworthiness and credit ratings; as well as other risks identified or incorporated by reference in this press release, in CGI's annual and quarterly MD&A and in other documents that we make public, including our filings with the Canadian Securities Administrators (on SEDAR+ at www.sedarplus.ca) and the U.S. Securities and Exchange Commission (on EDGAR at www.sec.gov). Unless otherwise stated, the forward-looking information and statements contained in this press release are made as of the date hereof and CGI disclaims any intention or obligation to publicly update or revise any forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. While we believe that our assumptions on which these forward-looking information and forward-looking statements are based were reasonable as at the date of this press release, readers are cautioned not to place undue reliance on these forward-looking information or statements. Furthermore, readers are reminded that forward-looking information and statements are presented for the sole purpose of assisting investors and others in understanding our objectives, strategic priorities and business outlook as well as our anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes.

Further information on the risks that could cause our actual results to differ significantly from our current expectations may be found in the section titled Risk Environment of CGI's annual and quarterly MD&A, which is incorporated by reference in this cautionary statement. We also caution readers that the above-mentioned risks and the risks disclosed in CGI's annual and quarterly MD&A and other documents and filings are not the only ones that could affect us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial could also have a material adverse effect on our financial position, financial performance, cash flows, business or reputation.