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GIB.A (TSX)
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MONTRÉAL, March 12,
2025 /PRNewswire/ - CGI (TSX: GIB.A) (NYSE: GIB)
announced today that it has priced an offering of senior unsecured
notes. CGI will issue US$650 million
in aggregate principal amount of 5-year senior unsecured notes,
which will bear interest at the rate of 4.95% per annum (treasury
rate plus 100 basis points). Concurrently with the
offering, CGI expects to enter into a currency swap agreement
to reduce the Canadian dollar equivalent cost of borrowing of the
notes to 3.7125% per annum. The offering is expected to close on or
about March 14, 2025, subject to
customary closing conditions.
The net proceeds from the offering are expected to be
approximately US$641.3 million after
deducting the initial purchasers' fees and estimated offering
expenses. CGI intends to use the net proceeds from the offering to
repay existing indebtedness and for general corporate purposes.
The notes will be offered and sold to qualified institutional
buyers in the United States
pursuant to Rule 144A and outside the United States pursuant to
Regulation S under the U.S. Securities Act of 1933, as amended
(the "Securities Act"). The notes will be offered and sold in
Canada on a private placement
basis pursuant to exemptions from the prospectus requirements of
applicable Canadian securities laws.
The notes have not been registered under the Securities Act or
any state securities laws and may not be offered or sold in
the United States except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. The notes have not been qualified by way of
prospectus in any province or territory of Canada and may not be offered or sold in
Canada except pursuant to an
exemption from, or in a transaction not subject to, the prospectus
requirements of applicable Canadian securities laws. This press
release shall not constitute an offer to sell or a solicitation of
an offer to buy any of the notes and shall not constitute an offer,
solicitation or sale of any notes in any jurisdiction where such
offering or sale would be unlawful.
About CGI
Founded in 1976, CGI is among the largest independent IT and
business consulting services firms in the world. With 91,000
consultants and professionals across the globe, CGI delivers an
end-to-end portfolio of capabilities, from strategic IT and
business consulting to systems integration, managed IT and business
process services and intellectual property solutions. CGI works
with clients through a local relationship model complemented by a
global delivery network that helps clients digitally transform
their organizations and accelerate results. CGI's Fiscal 2024
reported revenue is C$14.68 billion
and CGI shares are listed on the TSX (GIB.A) and the NYSE
(GIB).
Forward-looking information and statements
This press release contains "forward-looking information" within
the meaning of Canadian securities laws and "forward-looking
statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and other applicable
United States safe harbors. All
such forward-looking information and statements are made and
disclosed in reliance upon the safe harbor provisions of applicable
Canadian and United States
securities laws. Forward-looking information and statements include
all information and statements regarding CGI's intentions, plans,
expectations, beliefs, objectives, future performance, and
strategy, as well as any other information or statements that
relate to future events or circumstances and which do not directly
and exclusively relate to historical facts, including, but not
limited to, statements regarding the timing for closing of the
offering and the expected use of proceeds therefrom.
Forward-looking information and statements often but not always use
words such as "believe", "estimate", "expect", "intend",
"anticipate", "foresee", "plan", "predict", "project", "aim",
"seek", "strive", "potential", "continue", "target", "may",
"might", "could", "should", and similar expressions and variations
thereof. These information and statements are based on our
perception of historic trends, current conditions and expected
future developments, as well as other assumptions, both general and
specific, that we believe are appropriate in the circumstances.
Such information and statements are, however, by their very nature,
subject to inherent risks and uncertainties, of which many are
beyond the control of CGI, and which give rise to the possibility
that actual results could differ materially from our expectations
expressed in, or implied by, such forward-looking information or
forward-looking statements. These risks and uncertainties include
but are not restricted to: risks related to the market such as the
level of business activity of our clients, which is affected by
economic and political conditions, additional external risks (such
as pandemics, armed conflict, climate-related issues,
inflation, tariffs and/or trade wars) and our ability to negotiate
new contracts; risks related to our industry such as competition
and our ability to develop and expand our services to address
emerging business demands and technology trends (such as artificial
intelligence), to penetrate new markets, and to protect our
intellectual property rights; risks related to our business such as
risks associated with our growth strategy, including the
integration of new operations, financial and operational risks
inherent in worldwide operations, foreign exchange risks, income
tax laws and other tax programs, the termination, modification,
delay or suspension of our contractual agreements, our expectations
regarding future revenue resulting from bookings and backlog, our
ability to attract and retain qualified employees, to negotiate
favorable contractual terms, to deliver our services and to collect
receivables, to disclose, manage and implement environmental,
social and governance (ESG) initiatives and standards, and to
achieve ESG commitments and targets, including without limitation,
our commitment to net-zero carbon emissions, as well as the
reputational and financial risks attendant to cybersecurity
breaches and other incidents, including through the use of
artificial intelligence, and financial risks such as liquidity
needs and requirements, maintenance of financial ratios, our
ability to declare and pay dividends, interest rate fluctuations
and changes in creditworthiness and credit ratings; as well as
other risks identified or incorporated by reference in this press
release, in CGI's annual and quarterly MD&A and in other
documents that we make public, including our filings with the
Canadian Securities Administrators (on SEDAR+ at www.sedarplus.ca)
and the U.S. Securities and Exchange Commission (on EDGAR at
www.sec.gov). Unless otherwise stated, the forward-looking
information and statements contained in this press release are made
as of the date hereof and CGI disclaims any intention or obligation
to publicly update or revise any forward-looking information or
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable law.
While we believe that our assumptions on which these
forward-looking information and forward-looking statements are
based were reasonable as at the date of this press release, readers
are cautioned not to place undue reliance on these forward-looking
information or statements. Furthermore, readers are reminded that
forward-looking information and statements are presented for the
sole purpose of assisting investors and others in understanding our
objectives, strategic priorities and business outlook as well as
our anticipated operating environment. Readers are cautioned that
such information may not be appropriate for other purposes.
Further information on the risks that could cause our actual
results to differ significantly from our current expectations may
be found in the section titled "Risk Environment" of CGI's annual
and quarterly MD&A, which is incorporated by reference in this
cautionary statement. We also caution readers that the
above-mentioned risks and the risks disclosed in CGI's annual and
quarterly MD&A and other documents and filings are not the only
ones that could affect us. Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial
could also have a material adverse effect on our financial
position, financial performance, cash flows, business or
reputation.
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SOURCE CGI Inc.
