On May 3, 2004, CGI Group Inc. acquired, through a wholly-owned subsidiary, all issued and outstanding shares of American Management Systems, Inc. (AMS), a premier US business and information technology consulting firm listed on Nasdaq, for an aggregate purchase price of C$1.1 billion (US$858 million) by way of a cash tender offer of US$19.40 for each AMS share issued and outstanding.
As part of the acquisition, CACI International Inc., a NYSE-listed company, purchased the US assets of AMS’ Defense and Intelligence Group for an aggregate purchase price of C$549 million (US$443 million), subject to certain closing adjustments. In addition, on March 19, 2004, CGI completed (i) a firm underwritten private placement in Canada and the United States of approximately 33.1 million subscription receipts at C$8 per subscription receipt for gross proceeds of C$264.6 million, and (ii) a private placement of approximately 8.3 million subscription receipts with BCE Inc. at $8 per subscription receipt for proceeds of approximately C$66.1 million, on the same terms and conditions as the firm underwritten private placement offering. The firm underwritten private placement offering was co-underwritten by National Bank Financial Inc. and Credit Suisse First Boston Canada Inc. The private placements were undertaken in connection with CGI’s acquisition of AMS.
For the acquisition of AMS and the sale of the US assets of AMS’ Defense and Intelligence Group, CGI was represented in-house by André Bourque, senior vice president and chief legal officer; by McCarthy Tétrault, with a team led by Jean-René Gauthier, which included Isabelle Synnott, George Maziotis and Mélanie Bernier (corporate finance/M&A), Sylvain Vauclair, Jean-François Boisvenu and Richard O’Doherty (financial services) and Yves Bériault and Yves Comtois (competition); and assisted in the US by Holland & Knight, with a team led by Robert Grammig, which included Brad Cole, Marni Morgan Poe, Tom McAleavey and Michael Serbanos (corporate finance/M&A), Jack Levine (tax), David Metzger and Ronald Oleynik (regulatory).
AMS was represented by Arnold & Porter, with a team led by Kevin Lavin, which included Kenneth Pollack. CACI was represented by Foley Hoag, with a team led by Dean Hanley, which included Jonathan Golden.
For the private placements, CGI was represented by McCarthy Tétrault, with a team led by Jean-René Gauthier and Benjamin Silver, which included George Maziotis, Patrick Boucher and Arman Kuyumjian (corporate finance/M&A) and Ylang Ha (tax). US law advice was provided by Robert Grammig and Brad Cole of Holland & Knight.
The co-underwriters were represented by Ogilvy Renault, with a team led by Michael Lang, which included Dawn Whittaker, Pierre Soulard and Victor Peter (securities). US law advice provided by Jason Saltzman of Skadden, Arps, Slate, Meagher & Flom.