CGI Group\'s Takeover Bid for Cognicase

CGI Group Inc. initiated, on December 6, 2002, an unsolicited offer to acquire all the outstanding common shares of Cognicase Inc., with a combination of cash and CGI class A subordinate shares (CGI shares). The offer was amended on December 16 and December 18, 2002. On December 19, Cognicase announced that its board of directors had unanimously recommended the rejection of CGI’s offer, as amended, and that it had approved the adoption of a shareholders’ rights plan. On January 1, 2003, CGI and Cognicase entered into a support agreement and, pursuant to the terms of such agreement, CGI further amended its offer such that the consideration payable for each common share be increased to $4.50 in cash or 0.6311 CGI shares. The amended offer was capped at 56 per cent cash and 44 per cent CGI shares. Following the execution of the support agreement, Cognicase announced that it would be supporting the amended CGI offer and waiving the application of its shareholders’ rights plan.

On January 13, the original expiry date of CGI’s offer, approximately 90 per cent of the then outstanding common shares were validly deposited and not withdrawn under the offer, which common shares were taken-up and paid for by CGI on January 16. On January 13, CGI also extended its offer to January 24. On January 24, the expiry date of CGI’s offer, as extended, an additional 6.7 per cent of the then outstanding common shares were validly deposited and not withdrawn under the offer (for a total of approximately 96.7 per cent), which common shares were taken-up and paid for by CGI on January 30. The 3.3 per cent of outstanding common shares not deposited under CGI’s offer prior to the expiry date of such offer, as extended, were acquired pursuant to the compulsory acquisition provisions of the Canada Business Corporations Act. The transaction is valued at approximately $334 million.

McCarthy Tétrault LLP acted for CGI, with a team that included Jean-René Gauthier, Patrick Boucher, André Goyer, Rene Sorell, George Maziotis, Alasdair Federico, Timothy Dunn, Richard O’Doherty, Sylvain Vauclair and Jean-François Boisvenu (financial services) Madeleine Renaud (competition), Pierre Laflamme and Steven Baum (tax) and Gérald Tremblay, Q.C., and Paul Steep (litigation).

Cognicase was represented by Ogilvy Renault, with a team that included Paul Raymond, Marie-France Nantel, Lindsay Matthews, Michelle Setlakwe, Jean Bertrand, Sophie Melchers and Julie Himo (litigation) and Denis Gascon (competition), and in-house by Benoit Dubé, executive vice-president, CLO and corporate secretary, and Ivan Dubé, senior legal counsel. Fasken Martineau DuMoulin LLP acted for the special committee of the board of directors of Cognicase, with a team that included Robert Paré and Michel Boislard, and Marie-Josée Neveu and Pierre Lefebvre (litigation).

Desjardins Ducharme Stein Monast acted for National Bank of Canada, Cognicase’s largest shareholder and client, with a team that included Gérard Coulombe, Marc Rochefort, Marc Beauchemin and Jacques Lemieux.