Filer: CGI Group Inc.
Subject Company: 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.
BUILDING CRITICAL MASS IN THE US
While Extending Global Reach
OFFICES On February 21, 2001, CGI Group Inc. (NYSE: GIB; TSE: GIB.A)
and IMRglobal, Corp. (Nasdaq: IMRS) announced a merger
Canada agreement whereby CGI will acquire IMRglobal.
United States - Critical mass positions CGI as a significant player in the
large IT outsourcing market in the US
United Kingdom - Increases vertical market expertise, particularly in
financial services and fast growing healthcare industry in
France the US
- Provides a high quality, low cost remote IT delivery model
Japan - Integration of acquisitions a core competency of CGI
- Merger increases revenue and margin potential
Australia
The combined organization will have close to 13,000 employees
Portugal in more than 60 offices in 24 countries, serving more than
3,000 clients, mainly Global 2000 organizations. Annualized
Uruguay revenue run rate in the July-September 2001 quarter is
expected to be US$1.3 billion (CDN$2 billion), reflecting
completion of all acquisitions and contract wins announced to
date.
DATA CENTERS The offer:
- 1.5974 Class A Subordinate shares of CGI for each share of
Canada IMRglobal Common Stock, equivalent to US$9.50 per IMRglobal
share, for a total price of US$438 million (CDN$670
United Kingdom million), based on the closing price as at February 16,
2001
- Represents 44.8% premium over the closing price of
IMRglobal shares February 16, 2001 and 1.7 times last 12
months' revenue
DEVELOPMENT - Conditional on normal regulatory approvals and approval by
CENTERS shareholders representing 51% of IMRglobal Common Stock at
a special meeting to be held in May 2001
India - The Board of IMRglobal has unanimously approved the
transaction
VALUE CREATION Financial
- Neutral to slightly accretive to cash earnings per share
- Synergies to result from cost savings and margin expansion
- Additional potential through signing of large outsourcing
contracts and cross-selling
- Maintains strong balance sheet, with additional cash and
very low debt to equity ratio
VALUE CREATION Operational
- Provides critical mass to position CGI as a significant
player in the large IT outsourcing market in the US
- Provides strong cross-selling opportunities in the US and
Europe
- Strengthens expertise and presence in CGIs vertical
markets, particularly in financial services and fast
growing healthcare industry in the US
- High potential remote delivery model to be leveraged to
increase business and expand margins:
- High quality, low cost client support through two
applications development and maintenance centers in
India
- Three modern IT data centers in Canada for large IT
outsourcing contracts in the US
- Quality methodology ensures delivery on time and on budget
and contributes to client wins and high retention rate.
CGI's operations are ISO 9001 certified; IMRglobal's
operations in India are ISO 9001 certified and SEI CMM
level 4 certified
- Provides respective clients with greater depth and breadth
of services
- Expands base of Global 2000 clients, with little overlap of
respective client lists
- Adds strong management and IT professionals with local
presence and relationships
ABOUT CGI www.cgi.ca
- Largest independent Canadian IT consulting firm and one of
the largest in North America, with 10,000 employees in 40
offices in 20 countries
- Revenue CAGR past five years of 71.5%; revenue in fiscal
2000 ended September 30 of US$957.3 billion (CDN$ 1.4
billion)
- Order backlog totalling US$4.6 billion (CDN$7.0 billion)
- Targets Global 2000 organizations in five vertical markets:
telecommunications (46% of revenue), financial services
(26%), manufacturing-retail distribution value chain(15%),
governments (11%) and public utilities and services (2%)
ABOUT IMRglobal www.IMRglobal.com
- Leading US provider of IT solutions to Global 2000
companies, with 2,750 employees in 34 offices in 7
countries
- Revenue CAGR past five years of 69.6%; revenue in fiscal
2000 ended December 31 of US$256.2 million (CDN$394
million) and an order backlog of US$200 million (CDN$306
million)
- Targets three vertical markets: financial services (51%),
healthcare and government (15%), and commercial services
including utilities, retail and manufacturing/distribution
(34%)
CHARTS Geographic and Vertical Markets
Combined Operations
Post Merger
[PIE CHART]
[o International 16%
o Canada 58%
o US 26%]
[PIE CHART]
[o Healthcare and Government 12%
o Telecommunications 36%
o Manufacturing/Retail/Distribution, Utilities and Services 21%
o Financial Services 31%]
CONTACT
Visit the respective Web sites at www.cgi.ca and
www.imrglobal.com or contact:
Ronald White
Director, Investor Relations, CGI Group
1130 Sherbrooke Street West, 5th Floor
Montreal, Quebec H3A 2M8
T: (514) 841-3230
e: ronald.white@cgi.ca
[LOGO]
Investors are urged to read the relevant documents that
will be filed with the US Securities & Exchange Commission
(SEC) by CGI Group Inc. and IMRglobal, Corp. in connection
with the merger because they will contain important
information, 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 will be able to
obtain a free copy of the documents filed with the SEC by
CGI Group Inc. and IMRglobal Corp. at the SEC's website,
www.sec.gov. CGI Group Inc. and IMRglobal, Corp. investors
will also be able to obtain a free copy of the relevant
documents by contacting:
Contact information
CGI
Investor Enquiries
Ronald White
Director, investor relations
(514) 841-3230
Media Enquiries
Eileen Murphy
Director, media relations
(514) 841-3430
IMRglobal
Investor Relations Department
(727) 467-8163
Proxy Statement Information
In connection with the proposed merger, IMRglobal will be
filing a proxy statement with the SEC. Security holders of
IMRglobal and investors are urged to read the proxy
statement when it becomes available because it contains
important information regarding the proposed merger.
Investors and shareholders may obtain a free copy of the
proxy statement when it becomes available and other
documents filed by IMRglobal and furnished by CGI with the
SEC in connection with the merger at the SEC's web-site at
www.sec.gov. Shareholders of IMRglobal and investors may
also obtain for free a copy of the proxy statement and
other documents filed with the SEC by IMRglobal in
connection with the proposed merger by contacting the
IMRglobal investor relations department at (727) 467-8163.
Shareholders of IMRglobal and investors may also obtain for
free documents furnished to the SEC by CGI in connection
with the merger by contacting the CGI investor relations
department at (514) 841-3230.
Information Concerning Participants
IMRglobal and its directors and executive officers may be
deemed to be participants in the solicitation of proxies
from security holders of IMRglobal in favor of the merger.
The directors and executive officers of IMRglobal include
the following: Satish K. Sanan; Jeffery S. Slowgrove;
Vicent Addonisio; Philip Shipperlee; Charles C. Luthin; and
Michael Dean. If you are interested in obtaining
information on the beneficial interests of IMRglobal's
directors and executive officers in IMRglobal common stock,
we encourage you to obtain, free of charge, the proxy
statement for IMRglobal's 2000 Annual Meeting of
Shareholders filed with the SEC on April 27, 2000. This
document is available on the Internet at the SEC's web-site
at www.sec.gov or from IMRglobal by contacting the
IMRglobal investor relations department at (727) 467-8163.