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CGI acquires Stanley in transaction valued at US$1.07 billion

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CGI Group Inc.

On August 17, 2010, CGI Group Inc. (NYSE: GIB; TSX: GIB.A), a leading provider of information technology and business processing services, completed its acquisition of Stanley, Inc. (NYSE: SXE), a premier provider of information technology services and solutions to U.S. defense, intelligence and federal civilian government agencies. As of the expiration time of CGI's cash tender offer to purchase all of the outstanding shares of Stanley, stockholders of Stanley had tendered and not validly withdrawn approximately 95.2% of the outstanding shares of Stanley common stock. All shares that were tendered and not validly withdrawn were accepted for purchase and paid for by CGI. Stanley and an indirect wholly-owned subsidiary of CGI subsequently effected a "short-form" merger under Delaware law, and Stanley became an indirect wholly owned subsidiary of CGI. The transaction valued Stanley at US$1.07 billion and was funded from CGI's cash on hand and existing credit facilities. The transaction had been unanimously approved by the board of directors of both companies. CGI's legal advisors included Fasken Martineau with a team led by Robert Paré, and including Michel Boislard and Jean Michel Lapierre (corporate/securities) and Marc Novello, Martin Racicot, Alexandre Gagnon and Jay Choi (banking).



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