On March 19, 2004, CGI Group Inc. (TSX: GIB.A; NYSE: GIB) announced the completion of its previously announced (i) firm underwritten private placement in Canada and the United States of approximately 33.1 million subscription receipts for gross proceeds of approximately $264.6 million and (ii) private placement of approximately 8.3 million subscription receipts with BCE Inc. for proceeds of approximately $66.1 million, on the same terms and conditions as the firm underwritten private placement offering. The private placements were undertaken in connection with CGI's previously announced acquisition of American Management Systems, Inc. (Nasdaq: AMSY) (AMS) by way of tender offer.

The firm underwritten private placement offering was co-underwritten by National Bank Financial Inc. and Credit Suisse First Boston Canada Inc.

Each subscription receipt will be automatically exchanged for one Class A Subordinate share of CGI, without payment of additional consideration, on the date that CGI accepts for payment at least a majority of the outstanding shares of AMS under the tender offer.

CGI was advised in this transaction by Jean-René Gauthier.