CGI acquires Logica for £1.7 billion

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Client

CGI Group Inc.

August 20, 2012

On August 20, 2012, CGI Group Inc. completed its recommended cash acquisition of Logica plc for 105 pence per ordinary share for a total purchase price of £1.7 billion (C$2.7 billion) plus the refinancing of Logica’s net debt of £322 million (C$499 million) based on Logica’s December 31, 2011 financial statements. The acquisition was effected by means of Court sanctioned scheme of arrangement in the United Kingdom.

The consideration payable under the acquisition was funded through a combination of cash proceeds of approximately C$1.0 billion from the issuance of subscription receipts exchangeable for new Class A subordinate voting shares in CGI to Caisse de dépôt et placement du Québec and debt funding from Canadian Imperial Bank of Commerce, National Bank of Canada and The Toronto-Dominion Bank to CGI pursuant to £1.245 billion (C$2.0 billion) term loan credit facilities and from a syndicate of lenders pursuant to CGI’s existing C$1.5 billion revolving credit facility.

Founded in 1976, CGI is the sixth largest independent information technology and business process services firm in the world. The combined company has approximately 72,000 professionals in more than 40 countries and pro forma annual revenue of C$10.4 billion and offers clients around the world the best mix of business and technology expertise as well as a unique combination of local and global delivery options. CGI’s shares are listed on the Toronto Stock Exchange and the New York Stock Exchange.

Fasken Martineau acted as legal counsel to CGI with a team that included, in Canada, Robert Paré, Michel Boislard, Jean Michel Lapierre, Rebecca McLeod, Jimmy Triassi and Joëlle El-Féghali (securities / M&A), Marc Novello, Martin Racicot, Angela Onesi, Francis Trifiro, Alexandre Gagnon and Svetlana Samochkine (banking), and Huy Do (regulatory), and, in London, Richard Cliff, Michael Kashis and Anne Cobbett.