SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
(X) Soliciting Material Pursuant to Section 240.14a-11(c) or ss. 240.14a-12
IMRGLOBAL CORP.
------------------------------------------------
(Name of Registrant as Specified in its Charter)
- - --------------------------------------------------------------------------------
(Name of Persons(s) Filing Proxy statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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(1) Amount Previously Paid:
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(4) Date Filed:
Building Critical Mass in the US
While Extending Global Reach
On February 21, 2001, CGI Group Inc. (NYSE: GIB; TSE: GIB.A) and IMRglobal,
Corp. (Nasdaq: IMRS) announced a merger agreement whereby CGI will acquire
IMRglobal.
o Critical mass positions CGI as a significant player in the large IT
outsourcing market in the US
o Increases vertical market expertise, particularly
in financial services and fast growing healthcare industry in the US
o Provides a high quality, low cost remote IT delivery model
o Integration of acquisitions a core competency of CGI
o Merger increases revenue and margin potential
The combined organization will have close to 13,000 employees in more than 60
offices in 24 countries, serving more than 3,000 clients, mainly Global 2000
organizations. Annualized revenue run rate in the July-September 2001 quarter is
expected to be US$1.3 billion (CDN$2 billion), re.ecting completion of all
acquisitions and contract wins announced to date.
The offer:
o 1.5974 Class A Subordinate shares of CGI for each share of IMRglobal Common
Stock, equivalent to US$9.50 per IMRglobal share, for a total price of US$438
million (CDN$670 million), based on the closing price as at February 16, 2001
o Represents 44.8% premium over the closing price of IMRglobal shares February
16, 2001 and 1.7 times last 12 months' revenue
o Conditional on normal regulatory approvals and approval by shareholders
representing 51% of IMRglobal Common Stock at a special meeting to be held in
May 2001
o The Board of IMRglobal has unanimously approved the transaction
VALUE CREATION Financial
o Neutral to slightly accretive to cash earnings per share
o Synergies to result from cost savings and margin expansion
o Additional potential through signing of large outsourcing contracts and
cross-selling
o Maintains strong balance sheet, with additional cash and very
low debt to equity ratio
VALUE CREATION Operational
o Provides critical mass to position CGI as a significant player in the large IT
outsourcing market in the US
o Provides strong cross-selling opportunities in the US and Europe
o Strengthens expertise and presence in CGI's vertical markets, particularly in
financial services and fast growing healthcare industry in the US
o 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
o 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
o Provides respective clients with greater depth and breadth of services
o Expands base of Global 2000 clients, with little overlap of respective client
lists
o Adds strong management and IT professionals with local presence and
relationships
About CGI www.cgi.ca
o Largest independent Canadian IT consulting firm and one of the largest in
North America, with 10,000 employees in 40 offices in 20 countries
o Revenue CAGR past five years of 71.5%; revenue in fiscal 2000 ended September
30 of US$957.3 billion (CDN$1.4 billion)
o Order backlog totalling US$4.6 billion (CDN$7.0 billion)
o 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
o Leading US provider of IT solutions to Global 2000 companies, with 2,750
employees in 34 offices in 7 countries
o 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)
o 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
Canada 58%
US 26%
International 16%
Telecommunications 36%
Financial Services 31%
Manufacturing/Retail/Distribution, Utilities and Services 21%
Healthcare and Government 12%
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
-------------------
Offices
Canada
United States
United Kingdom
France
Japan
Australia
Portugal
Uruguay
Data Centers
Canada
United Kingdom
Development Centers
India
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 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 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.
CGI Merger Agreement to Acquire IMRglobal
March 2001
[five pictures of an individual in various settings]
Provides the critical mass to position CGI as a significant player
in the IT outsourcing industry in the US
[CGI LOGO] [IMR GLOBAL LOGO]
Forward-Looking Information
During the course of this presentation, we may make forward-looking statements
regarding future events or the future financial performance. We wish to inform
you that actual events or results may differ materially. We disclaim any
intention or obligation to update or revise any forward looking statements,
whether as a result of new information, future events or otherwise.
[CGI LOGO] [IMR LOGO]
Market Overview - IT Services Sector
STRONG GROWTH
o 19% CAGR 2000-2004 projected by Gartner Group
o Clients outsource in order to:
- Focus on core competencies
- Achieve technology leadership - Mission critical strategic role of IT
- Reduce costs
- Hasten time to market
[CGI LOGO] [IMR LOGO]
Market Overview - IT Services Sector
o Clients' IT provider selection criteria:
- Vertical market knowledge
- End-to-end IT services
- Critical mass
- Quality
- Cost competitiveness - particularly during economic slowdown
[CGI LOGO] [IMR LOGO]
CGI-IMRglobal Well Positioned
o Increased critical mass positions CGI as significant player in large IT
outsourcing market in the US
o Strong cross selling opportunities in the US and Europe
- Little overlap of client lists
- Global 2000 clients
o Strengthened expertise in vertical markets, notably financial services and
fast growing healthcare industry in the US
[CGI LOGO] [IMR LOGO]
CGI-IMRglobal Well Positioned
o Low cost remote delivery model
- Major capabilities for applications development and maintenance
- Will leverage Canadian data centres for full IT outsourcing in the US
o Quality methodology - ISO 9001 certified throughout CGI and SEI CMM level
4 in India
o Strong management and IT professionals
[CGI LOGO] [IMR LOGO]
Global Player
[MAP APPEARS HERE WITH LOCATIONS IDENTIFIED]
Canadian Locations
- - ------------------
Calgary
Charlottetown
Edmonton
Fredericton
Halifax
Montreal
Ottawa
Quebec City
Regina
Saquenay
Saint John
Toronto
Vancouver
Winnipeg
US Locations
- - -------------
Albany
Atlanta
Boston
Chicago
Cincinnati
Clearwater
Cleveland
Dallas
Denver
Detroit
Houston
Other Locations
- - ---------------
Australia
Brazil
Colombia
France
Germany
India
Ireland
Japan
Mexico
Portugal
Saudi Arabia
Scandinavian Countries
Spain
Tunisia
United Kingdon
Uruguay
o Close to 13,000 employees in more than 60 offices in 24 countries, serving
more than 3,000 clients
[CGI LOGO] [IMR LOGO]
Critical Mass
NUMBER OF EMPLOYEES
('000s of employees)
[BAR CHART APPEARS HERE WITH THE FOLLOWING PLOT POINTS.]
CGI-Post Merger 13.0
ACS 20.0
AMSY 9.0
CSC 60.0
EDS 121.0
PER 7.5
[CGI LOGO] [IMR LOGO]
CGI Profile
- - -----------
o Largest independent IT services provider in Canada; among the largest
in NA
o Tier 1, 2 and 3 IT services
o Fiscal 2000 revenue: US$957 million
o Order backlog: US$4.6 billion (CDN$7 billion)
o 10,000 employees
o 2,500+ clients - mainly global 2000 companies
o 40+ locations in 20 countries; mainly the US, UK and Europe
[CGI LOGO] [IMR LOGO]
CGI Profile
- - -----------
HIGHER VALUE ADDED SERVICES
SERVICES
- - --------
[CHART APPEARS HERE WITH THE FOLLOWING PLOT POINTS]
Management of IT & business functions (outsourcing) 62%
Systems integration 23%
Consulting 15%
PRACTICES
- - ---------
[CHART APPEARS HERE WITH THE FOLLOWING PLOT POINTS]
Systems planning, architecture development & maintenance 75%
IT infrastructure & networks 25%
[CGI LOGO] [IMR LOGO]
CGI Profile
- - -----------
HIGHER VALUE ADDED IT SERVICES
- - ------------------------------
"Many new e-business consultants do not have the 'heavy lifting skills' to
handle complex development and integration of infrastructure applications and
data across multiple sites in a global corporation... A more established
services provider such as the Big 5 an CGI, with the requisite 'heavy lifting
skils' will provide the more complex services..." - Gartner
[CGI LOGO] [IMR LOGO]
IMRglobal Profile
- - -----------------
o Premier provider of Tier 2 and 3 IT solutions
o 34 business units in 7 countries
o Remote, low cost IT delivery capability in Bangalore and Mumbai, India
o Fiscal 2000 revenue: US$256.2 million
o 2,750 IT professionals
[CGI LOGO] [IMR LOGO]
Merger Synergies
- - ----------------
o Revenue Enhancement
- Global cross-selling opportunities maximized by limited client overlap
in vertical markets
- Leverage critical mass and existing infrastructure for full IT
outsourcing in the US
- Broader service & solution offerings
o Margin Expansion
- Low cost remote delivery capability
- Cost efficiencies
[CGI LOGO] [IMR LOGO]
Vertical Market Expertise
- - -------------------------
INCREASED DEPTH AND BREADTH POST MERGER
Manufacturing/Retail/Distribution
[CHART APPEARS HERE WITH THE FOLLOWING PLOT POINTS]
Telecom 36%
Financial Services 31%
Health Care & Government 12%
Manufacturing/Retail/Distribution 21%
[CGI LOGO] [IMR LOGO]
Broad Client Base
TELECOMMUNICATIONS
[CGI LOGO] [IMR LOGO]
---
Sprint PCS
Videotron
AT&T Local
Nortel
Cable & Wireless
GTE
Hong Kong Tel
Telebras
Bell Canada
[CGI LOGO] [IMR LOGO]
Broad Client Base
FINANCIAL SERVICES
[CGI LOGO]
---
Desjardins
Interac Association
Fidelity Investments
RBC Dominion Securities
H&R Block
ALLIANZ
Canada Life Casualty
The Cooperators
AXA
Sun Life
Premier Insurance
[IMR GLOBAL LOGO]
John Hancock
Peracon (BVNE)
Pearl Assurance
CGU
Sakura Securities
Dresdner Kleinworth Benson
AXA
Barclays Retail Financial Services
American Express
Prudential
[CGI LOGO] [IMR LOGO]
Broad Client Base
MANUFACTURING-DISTRIBUTION-RETAIL
- - ---------------------------------
[CGI LOGO]
---
Alcan
Stelco
Molson Breweries
Air Canada
Canadian Tire
Compaq
Cargill
Nestle
BF Goodrich
[IMR LOGO]
Michelin
Blockbuster Entertainment
Target (Dayton Hudson)
Saur
Fingerhut
Arrow Electronics
Dow Corning
Goodyear Tires
Winn Dixie
Renault
[CGI LOGO] [IMR LOGO]
Broad Client Base
HEALTHCARE & GOVERNMENT
- - -----------------------
[CGI LOGO]
---
State of New York
Canadian Federal Departments
Province of Quebec
Province of Ontario
Province of New Brunswick
Province of Alberta
[IMR LOGO]
Medical Mutual of Ohio
Housing & Urban Development
American Medical Association
Blue Cross Blue Shield
Kaiser Permanente
Foundation Health Systems
State of Washington
McKesson HBOC (HIPAA)
Pinnacle Health Hospitals
Regence
State of Georgia
Medlink Technologies
BJC Health System
York Health System
[CGI LOGO] [IMR LOGO]
Cross Selling Opportunities in Key Verticals
- - --------------------------------------------
o Financial Services
- CGI a leader in banking, insurance and credit union sectors
- CGI developed GIOS Web-enabled insurance solution with Allianz
- IMRglobal a strong player in banking, insurance, capital markets
- Drivers include: full suite of solutions; competitive imperative of
eCRM; blurring of sector boundaries/M&A globalization; new products
and service channels; time to market
[CGI LOGO] [IMR LOGO]
Cross Selling Opportunities in Key Verticals
- - --------------------------------------------
o Healthcare
- IMRglobal's fastest growing vertical
- IMRglobal well positioned in the US
- $1.2 Trillion market - 14% of GDP
- Projected to grow at CAGR of 16.5%
- Key drivers: government regulation; technology modernization; pressure
to reduce costs and increase quality of patient care
- HIPPAA Compliances
- HVD Opportunities
[CGI LOGO] [IMR LOGO]
Cross Selling Opportunities in Key Verticals
- - --------------------------------------------
o Manufacturing-Distribution-Retail and other
- e-Business
- Consolidation
- Deregulation (for Utilities)
- Integration of established legacy applications
- Supply chain management
[CGI LOGO] [IMR LOGO]
Leverage Critical Mass and Infrastructure
- - -----------------------------------------
FOR FULL IT OUTSOURCING
o CGI has three modern data centres
- Montreal, Toronto, Regina
- ISO 9001 certified management framework
o End to end IT services
o CDN$ exchange rate a cost advantage
[CGI LOGO] [IMR LOGO]
Broader Services and Solutions
- - ------------------------------
o Business technology consulting
o e-Business
o Application development/component based solutions
o Application modernization
o Application maintenance
o Technology management
[CGI LOGO] [IMR LOGO]
Offshore IT Delivery Capabilities
- - ---------------------------------
LOWER COST CONTRIBUTES TO MARGIN EXPANSION
o Located in Bangalore and Mumbai in India
o Well educated, committed IT professionals
o ISO 9001, SEI CMM level 4 certified quality systems
o Applications development and maintenance
o Supports clients in the US, Europe
o Virtual work day
[CGI LOGO] [IMR LOGO]
Integration Capabilities - CGI
- - ------------------------------
o Integration of acquisitions and large outsourcing contracts a core competency
- Close to 30 acquisitions in recent years
- ISO 9001 methodology for integrating acquired operations
o Preferred employer
- Emphasis on career development; competitive performance driven
remuneration
- Half the average turnover rate for the industry
- Retention important in knowledge industry
[CGI LOGO] [IMR LOGO]
Financial Impact
- - ----------------
o Neutral to slightly accretive to cash eps, fully diluted
o Maintain strong balance sheet with increased cash position, low debt to
equity ratio
o Synergies to result from cost savings and margin expansion. Additional
synergy potential realized through large contracts and cross selling
[CGI LOGO] [IMR LOGO]
Financial Outlook - CGI
- - -----------------------
CGI ON STAND-ALONE BASIS
o January 2001 guidance for fiscal 2001 (based on transactions announced YTD)
- Revenue of US$980 million-1.0 billion (CDN$1.5-1.6 billion)
- Gradually improving profit margin
o Factoring in transactions announced since January 31: expect annualized
revenue run rate in the July-September 2001 quarter to be US$1.3 billion
(CDN$2 billion)
[CGI LOGO] [IMR LOGO]
Financial Outlook- IMRglobal
- - ----------------------------
IMRGLOBAL ON STAND-ALONE BASIS
o February 2001 guidance for fiscal 2001(US $):
- Approx. revenue of $60 million Q1, $70 million in Q2
- Pro forma cash EPS of 4-6 cents in Q1, 9-11 cents in Q2
- Fiscal 2001 revenue of approx $285-$325 million
[CGI LOGO] [IMR LOGO]
Business Strengthening - CGI
- - ----------------------------
o Recent contracts
- CDN$1 billion+ 10-year IT partnership with Desjardins
o Calendar 2001
- CDN$119+million 7-year outsourcing with Sun Life, UK
- 10-year agreement with Interac Association
- Multi-million (pound) contract with Allianz for GIOS
- CDN$25 million 5-year with Alberta Ministry
- CDN$22 million contract with Nordic-based If for GIOS
[CGI LOGO] [IMR LOGO]
Business Strengthening - CGI
- - ----------------------------
Acquisitions - Since August 2000
APG
C.U. Processing
RSI
CDL
Star Data Systems
Equity Positions - Since August 2000
AGTI
CIA
[CGI LOGO] [IMR LOGO]
Business Strengthening - IMRglobal
- - ----------------------------------
o Recent announcements (US$)
- $15 million application maintenance project with John Hancock
Financial Services
- Role in development of ArtGuardian.com Web site
- Delivered `impaired risk extranet' for Scor, France's leading
reinsurance company
- $10 million contract with Arrow Electronics
- More than $10 million contract with AXA France
- $4.5 million contract with CMA-CGM
- $4.9 million contract with Finaref
[CGI LOGO] [IMR LOGO]
Growth Strategy
- - ---------------
OUR PILLARS OF GROWTH
ORGANIC
OUTSOURCING
BUSINESS UNIT--ACQUISITIONS
LARGE--ACQUISITIONS
[CGI LOGO] [IMR LOGO]
Transaction Highlights
- - ----------------------
o 1.5974 CGI Class A Subordinate Shares for each share of IMRglobal Common
Stock
o Equivalent to US$9.50; 44.8% premium at Feb. 16 market close; 1.7 times LTM
revenue
o Requires regulatory and IMRglobal shareholder approval (51%)
o Unanimously approved by IMRglobal board
[CGI LOGO] [IMR LOGO]
Transaction Highlights
- - ----------------------
o Satish Sanan, IMRglobal CEO, will vote his 27.6% interest in favor of the
merger
o CGI majority shareholders Serge Godin, CEO, and Andre Imbeau, EVP & CFO, will
exercise their pre-emptive rights to maintain their Class B (multiple voting)
share interest
o BCE will not exercise its pre-emptive rights regarding Class A subordinate
CGI shares, and will decide prior to the closing regarding its Class B
(multiple voting) share interest
o Equity interest post merger: CGI shareholders, 80.7%; IMRglobal, 19.3%.
o Voting interest post merger: CGI, 90.7%; IMRglobal, 9.3%.
[CGI LOGO] [IMR LOGO]
Outlook
- - -------
o Critical mass to become a significant player in large IT outsourcing market
in the US
o Global reach and cross selling opportunities
o Increased vertical market expertise, notably in financial services and
healthcare in US
o Increased Revenue and Margin Potential
o High quality, low cost remote delivery model
[CGI LOGO] [IMR LOGO]
[FIVE PICTURES OF AN INDIVIDUAL IN VARIOUS SETTINGS]
[CGI LOGO] [IMR LOGO]