CGI Group Acquires Stanley

On August 17, 2010, CGI Group Inc. (NYSE: GIB; TSX: GIB.A), a provider of information technology and business processing services, completed its acquisition of Stanley, Inc. (NYSE: SXE), a provider of information technology services to United States defense, intelligence and federal civilian government agencies.

Shareholders of Stanley tendered more than 95 per cent of the outstanding shares of Stanley in CGI's cash tender offer. Stanley and an indirect wholly owned subsidiary of CGI subsequently effected a “short-form” merger under Delaware law, and Stanley became an indirect wholly owned subsidiary of CGI.The transaction valued Stanley at approximately US$1.07 billion and was funded from CGI's cash on hand and existing credit facilities. The transaction was unanimously approved by the board of directors of both companies.

CGI's legal team was led by Benoit Dubé, Executive Vice President and Chief Legal Officer, and included Joseph Figini, Senior Vice President and US General Counsel; Michelle Hertz, US Managing Counsel; Jacquenette Helmes, Vice President and Associate US General Counsel and David Masse, Senior Legal Counsel and Assistant Corporate Secretary. CGI's legal team was assisted in the United States by Holland & Knight LLP with a team led by Robert Grammig and including Tom McAleavey, Adam August, Laurie Green, Dino Doyle, Adam Williams, Anthony Robinson and Barbara Yadley. CGI's legal team was also assisted in the United States for regulatory matters by Kaye Scholer LLP with a team that included Christopher Griner and Farhad Jalinous. CGI's legal team was assisted in Canada by Fasken Martineau DuMoulin LLP with a team led by Robert Paré and including Michel Boislard and Jean Michel Lapierre (corporate/securities) and Marc Novello, Martin Racicot, Alexandre Gagnon and Jay Choi (banking).

Stanley's legal team was led by Scott Chaplin, Senior Vice President, General Counsel and Corporate Secretary, and was assisted by Cravath, Swaine & Moore LLP with a team led by Craig Arcella and including Stephen Burns, Jose Coleman Tio and Kirkie Maswoswe.