-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MespVoIYsIIjzgMkksipSEWzcFO750qBNsIDCbP9Ee0UhDpx73XA715fLq5H8nEe RB6ReYymoVaNJ4HBe+CxZw== 0000895345-01-000120.txt : 20010307 0000895345-01-000120.hdr.sgml : 20010307 ACCESSION NUMBER: 0000895345-01-000120 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010302 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMRGLOBAL CORP CENTRAL INDEX KEY: 0001021772 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 592911475 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-28840 FILM NUMBER: 1560489 BUSINESS ADDRESS: STREET 1: 100 SOUTH MISSOURI AVENUE CITY: CLEARWATER STATE: FL ZIP: 33756 BUSINESS PHONE: 7274678000 MAIL ADDRESS: STREET 1: 100 SOUTH MISSOURI AVENUE CITY: CLEARWATER STATE: FL ZIP: 33756 FORMER COMPANY: FORMER CONFORMED NAME: INFORMATION MANAGEMENT RESOURCES INC DATE OF NAME CHANGE: 19960828 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CGI GROUP INC CENTRAL INDEX KEY: 0001061574 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 1130 SHERBROOKE ST WEST STREET 2: 5TH FL CITY: MONTREAL QUEBEC CANA STATE: E6 BUSINESS PHONE: 5148413200 MAIL ADDRESS: STREET 1: 1130 SHERBROOKE ST WEST STREET 2: 5TH FLOOR CITY: MONTREAL QUEBEC STATE: E6 425 1 0001.txt Filer: CGI Group Inc. Subject Company: IMRglobal Corp. Commission File No.: 1-14858 This communication is filed pursuant to Rules 165 and 425 promulgated under the Securities Act of 1933, as amended. CGI Merger Agreement to Acquire IMRglobal March 2001 [pic] Provides the critical mass to position CGI as a significant player in the IT outsourcing industry in the US [logos] Forward-Looking Information During the course of this presentation, we may make forward-looking statements regarding future events or the future financial performance. We wish to inform you that actual events or results may differ materially. We disclaim any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Market Overview - IT Services Sector Strong Growth - - 19% CAGR 2000-2004 projected by Gartner Group - - Clients outsource in order to: - Focus on core competencies - Achieve technology leadership - Mission critical strategic role of IT - Reduce costs - Hasten time to market Market Overview - IT Services Sector - - Clients' IT provider selection criteria: - Vertical market knowledge - End-to-end IT services - Critical mass - Quality - Cost competitiveness - particularly during economic slowdown CGI-IMRglobal Well Positioned - - Increased critical mass positions CGI as significant player in large IT outsourcing market in the US - - Strong cross selling opportunities in the US and Europe - Little overlap of client lists - Global 2000 clients - - Strengthened expertise in vertical markets, notably financial services and fast growing healthcare industry in the US CGI-IMRglobal Well Positioned - - Low cost remote delivery model - Major capabilities for applications development and maintenance - Will leverage Canadian data centres for full IT outsourcing in the US - - Quality methodology - ISO 9001 certified throughout CGI and SEI CMM level 4 in India - - Strong management and IT professionals Global Player [PIC] - Map of locations ---------------- [Canadian Locations: o Calgary o Charlottetown o Edmonton o Fredericton o Halifax o Montreal o Ottawa o Quebec City o Regina o Saguenay o Saint John o Toronto o Vancouver o Winnipeg U.S. Locations: o Albany o Atlanta o Boston o Chicago o Cincinnati o Clearwater o Cleveland o Dallas o Denver o Detroit o Houston International Locations: o Australia o Brazil o Colombia o France o Germany o India o Ireland o Mexico o Portugal o Saudi Arabia o Scandinavian Countries o Spain o Tunisia o Uruguay o United Kingdom] - - Close to 13,000 employees in more than 60 offices in 24 countries, serving more than 3,000 clients Critical Mass Number of Employees [CHART] [(1000s of Employees) 13.0 - CGI - Post Merger 20.0 - ACS 9.0 - AMSY 60.0 - CSC 121.0 - EDS 7.5 - PER] CGI Profile - - Largest independent IT services provider in Canada; among the largest in NA - - Tier 1, 2 and 3 IT services - - Fiscal 2000 revenue: US$957 million - - Order backlog: US$4.6 billion (CDN$7 billion) - - 10,000 employees - - 2,500+ clients - mainly global 2000 companies - - 40+ locations in 20 countries; mainly the US, UK and Europe CGI Profile Higher Value Added Services [PIE CHART] [SERVICES: 62% - Management of IT & business functions (outstanding) 15% - Consulting 23% - Systems integration] [PRACTICES: 75% - Systems planning, architecture, development & maintenance 25% - IT infrastructure & networks] CGI Profile Higher Value Added IT Services "Many new e-business consultants do not have the 'heavy lifting skills' to handle complex development and integration of infrastructure applications and data across multiple sites in a global corporation... A more established services provider such as the Big 5 and CGI, with the requisite 'heavy lifting skills' will provide the more complex services..." - - Gartner IMRglobal Profile - - Premier provider of Tier 2 and 3 IT solutions - - 34 business units in 7 countries - - Remote, low cost IT delivery capability in Bangalore and Mumbai, India - - Fiscal 2000 revenue: US$256.2 million - - 2,750 IT professionals Merger Synergies - - Revenue Enhancement - Global cross-selling opportunities maximized by limited client overlap in vertical markets - Leverage critical mass and existing infrastructure for full IT outsourcing in the US - Broader service & solution offerings - - Margin Expansion - Low cost remote delivery capability - Cost efficiencies Vertical Market Expertise Increased Depth and Breadth Post Merger [PIE CHART] [31% - Financial Services 12% - Health Care & Government 36% - Telecom 21% - Manufacturing/Retail/Distribution] Broad Client Base Telecommunications [LOGO] [CGI] [LOGO] [IMRglobal] Sprint PCS Videotron AT&T Local Nortel Cable & Wireless GTE Hong Kong Tel Telebras Bell Canada Broad Client Base Financial Services [LOGO] [CGI] [LOGO] [IMRglobal] Desjardins John Hancock Interac Association Peracon (BVNE) Fidelity Investments Pearl Assurance RBC Dominion Securities CGU H&R Block Sakura Securities ALLIANZ Dresdner Kleinworth Benson Canada Life Casualty AXA The Cooperators Barclays Retail Financial Services AXA American Express Sun Life Prudential Premier Insurance Broad Client Base Manufacturing-Distribution-Retail [LOGO] [CGI] [LOGO] [IMRglobal] Alcan Michelin Stelco Blockbuster Entertainment Molson Breweries Target (Dayton Hudson) Air Canada Saur Canadian Tire Fingerhut Compaq Arrow Electronics Cargill Dow Corning Nestle Goodyear Tires BF Goodrich Winn Dixie Renault Broad Client Base Healthcare & Government [LOGO] [CGI] [LOGO] [IMRglobal] State of New York Medical Mutual of Ohio Canadian Federal Departments Housing & Urban Development Province of Quebec American Medical Association Province of Ontario Blue Cross Blue Shield Province of New Brunswick Kaiser Permanente Province of Alberta Foundation Health Systems State of Washington McKesson HBOC (HIPAA) Pinnacle Health Hospitals Regence State of Georgia Medlink Technologies BJC Health System York Health System Cross Selling Opportunities in Key Verticals - - Financial Services - CGI a leader in banking, insurance and credit union sectors - CGI developed GIOS Web-enabled insurance solution with Allianz - IMRglobal a strong player in banking, insurance, capital markets - Drivers include: full suite of solutions; competitive imperative of eCRM; blurring of sector boundaries/M&A; globalization; new products and service channels; time to market CrossSelling Opportunities in Key Verticals - - Healthcare - IMRglobal's fastest growing vertical - IMRglobal well positioned in the US - $1.2 Trillion market - 14% of GDP - Projected to grow at CAGR of 16.5% - Key drivers: government regulation; technology modernization; pressure to reduce costs and increase quality of patient care - HIPPAA Compliances - HVD Opportunities Cross Selling Opportunities in Key Verticals - - Manufacturing-Distribution-Retail and other - e-Business - Consolidation - Deregulation (for Utilities) - Integration of established legacy applications - Supply chain management Leverage Critical Mass and Infrastructure For Full IT Sourcing - - CGI has three modern data centres - Montreal, Toronto, Regina - ISO 9001 certified management framework - - End to end IT services - - CDN$ exchange rate a cost advantage Broader Services and Solutions - - Business technology consulting - - e-Business - - Application development/component based solutions - - Application modernization - - Application maintenance - - Technology management Offshore IT Delivery Capabilities Lower Cost Contributes to Margin Expansion - - Located in Bangalore and Mumbai in India - - Well educated, committed IT professionals - - ISO 9001, SEI CMM level 4 certified quality systems - - Applications development and maintenance - - Supports clients in the US, Europe - - Virtual work day Integration Capabilities - CGI - - Integration of acquisitions and large outsourcing contracts a core competency - Close to 30 acquisitions in recent years - ISO 9001 methodology for integrating acquired operations - - Preferred employer - Emphasis on career development; competitive performance driven remuneration - Half the average turnover rate for the industry - Retention important in knowledge industry Financial Impact - - Neutral to slightly accretive to cash eps, fully diluted - - Maintain strong balance sheet with increased cash position, low debt to equity ratio - - Synergies to result from cost savings and margin expansion. Additional synergy potential realized through large contracts and cross selling Financial Outlook - CGI CGI on Stand-Alone Basis - - January 2001 guidance for fiscal 2001 (based on transactions announced YTD) - Revenue of US$980 million-1.0 billion (CDN$1.5-1.6 billion) - Gradually improving profit margin - - Factoring in transactions announced since January 31: expect annualized revenue run rate in the July-September 2001 quarter to be US$1.3 billion (CDN$2 billion) Financial Outlook - IMRglobal IMRGlobal on Stand-Alone Basis - - February 2001 guidance for fiscal 2001(US $): - Approx. revenue of $60 million in Q1, $70 million in Q2 - Pro forma cash EPS of 4-6 cents in Q1, 9-11 cents in Q2 - Fiscal 2001 revenue of approx $285-$325 million Business Strengthening - CGI - - Recent contracts - CDN$1 billion+ 10-year IT partnership with Desjardins - - Calendar 2001 - CDN$119+million 7-year outsourcing with Sun Life, UK - 10-year agreement with Interac Association - Multi-million (pound) contract with Allianz for GIOS - CDN$25 million 5-year with Alberta Ministry - CDN$22 million contract with Nordic-based lf for GIOS Business Strengthening - CGI Acquisitions - Since August 2000 APG C.U. Processing RSI CDL Star Data Systems Equity Positions - Since August 2000 AGTI CIA Business Strengthening - IMRglobal - - Recent announcements (US$) - $15 million application maintenance project with John Hancock Financial Services - Role in development of ArtGuardian.com Web site - Delivered `impaired risk extranet' for Scor, France's leading reinsurance company - $10 million contract with Arrow Electronics - More than $10 million contract with AXA France - $4.5 million contract with CMA-CGM - $4.9 million contract with Finaref Growth Strategy Transaction Highlights Growth Strategy [CHART] [Our Pillars of Growth] [ o Organic o Outsourcing o Business Unit Acquisitions o Large Acquisitions] Transaction Highlights - - 1.5974 CGI Class A Subordinate Shares for each share of IMRglobal Common Stock - - Equivalent to US$9.50; 44.8% premium at Feb. 16 market close; 1.7 times LTM revenue - - Requires regulatory and IMRglobal shareholder approval (51%) - - Unanimously approved by IMRglobal board Transaction Highlights - - Satish Sanan, IMRglobal CEO, will vote his 27.6% interest in favor of the merger - - CGI majority shareholders Serge Godin, CEO, and Andre Imbeau, EVP & CFO, will exercise their pre-emptive rights to maintain their Class B (multiple voting) share interest - - BCE will not exercise its pre-emptive rights regarding Class A subordinate CGI shares, and will decide prior to the closing regarding its Class B (multiple voting) share interest - - Equity interest post merger: CGI shareholders, 80.7%; IMRglobal, 19.3%. - - Voting interest post merger: CGI, 90.7%; IMRglobal, 9.3%. Outlook - - Critical mass to become a significant player in large IT outsourcing market in the US - - Global reach and cross selling opportunities - - Increased vertical market expertise, notably in financial services and healthcare in US Increased Revenue and Margin Potential - - High quality, low cost remote delivery model Investors are urged to read the relevant documents that will be filed with the US Securities & Exchange Commission (SEC) by CGI Group Inc. and IMRglobal, Corp. in connection with the merger because they will contain important information, including the identities of the participants in any solicitation of proxies or consents from IMRglobal, Corp. shareholders and a description of such participants' interests in any such solicitation. You will be able to obtain a free copy of the documents filed with the SEC by CGI Group Inc. and IMRglobal Corp. at the SEC's website, www.sec.gov. CGI Group Inc. and IMRglobal, Corp. investors will also be able to obtain a free copy of the relevant documents by contacting: CONTACT INFORMATION CGI Investor Enquiries Ronald White Director, investor relations (514) 841-3230 Media Enquiries Eileen Murphy Director, media relations (514) 841-3430 IMRglobal Investor Relations Department (727) 467-8163 Proxy Statement Information In connection with the proposed merger, IMRglobal will be filing a proxy statement with the SEC. Security holders of IMRglobal and investors are urged to read the proxy statement when it becomes available because it contains important information regarding the proposed merger. Investors and shareholders may obtain a free copy of the proxy statement when it becomes available and other documents filed by IMRglobal and furnished by CGI with the SEC in connection with the merger at the SEC's web-site at www.sec.gov. Shareholders of IMRglobal and investors may also obtain for free a copy of the proxy statement and other documents filed with the SEC by IMRglobal in connection with the proposed merger by contacting the IMRglobal investor relations department at (727) 467-8163. Shareholders of IMRglobal and investors may also obtain for free documents furnished to the SEC by CGI in connection with the merger by contacting the CGI investor relations department at (514) 841-3230. Information Concerning Participants IMRglobal and its directors and executive officers may be deemed to be participants in the solicitation of proxies from security holders of IMRglobal in favor of the merger. The directors and executive officers of IMRglobal include the following: Satish K. Sanan; Jeffery S. Slowgrove; Vicent Addonisio; Philip Shipperlee; Charles C. Luthin; and Michael Dean. If you are interested in obtaining information on the beneficial interests of IMRglobal's directors and executive officers in IMRglobal common stock, we encourage you to obtain, free of charge, the proxy statement for IMRglobal's 2000 Annual Meeting of Shareholders filed with the SEC on April 27, 2000. This document is available on the Internet at the SEC's web-site at www.sec.gov or from IMRglobal by contacting the IMRglobal investor relations department at (727) 467-8163. -----END PRIVACY-ENHANCED MESSAGE-----