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CGI completes American Management Systems tender offer

30 April 2004  |  783 views  |  0

CGI Group Inc. (TSX: GIB.A; NYSE: GIB) ("CGI") today announced that its wholly-owned subsidiary, CGI Virginia Corporation ("CGI Virginia"), has completed its cash tender offer to purchase all of the outstanding shares of common stock of American Management Systems, Incorporated (Nasdaq: AMSY) ("AMS") for $19.40 per share, net to the seller in cash and without interest. The offer expired at 12:00 Midnight, Eastern time, on Thursday, April 29, 2004.

CGI has been advised by Computershare Trust Company of New York, the depositary for the tender offer, that as of the expiration of the tender offer, approximately 40.5 million shares (including approximately 1.7 million shares tendered subject to guaranteed delivery procedures) of AMS's common stock, or approximately 94.8% of all of the outstanding shares of AMS's common stock, had been validly tendered and not withdrawn. CGI Virginia intends to promptly accept and pay for all shares validly tendered and not withdrawn prior to the expiration of the tender offer.

It is expected that the tender offer will be followed by a merger of CGI Virginia with and into AMS. Pursuant to the terms of the merger, those AMS stockholders who did not tender their Shares in the tender offer (except those stockholders for which appraisal rights under the Delaware General Corporation Law are properly exercised) will have their shares converted into the right to receive $19.40 per share, net in cash and without interest, upon due presentation of a certificate(s) representing their shares to Computershare Trust Company of New York, as the "Paying Agent." These stockholders will receive information in the mail on how to receive payment for their Shares.

Following the merger, AMS will become a wholly-owned subsidiary of CGI and concurrently the U.S. assets of the Defense and Intelligence Group of AMS will have been purchased by CACI International Inc. (NYSE: CAI).

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