EX-99.(A)(1)(B) 3 m62094toexv99wxayx1yxby.htm EX-99.(A)(1)(B) Exhibit (a)(1)(B)
 
Exhibit (a)(1)(B)
 
Letter of Transmittal
To Tender Shares of Common Stock
of
STANLEY, INC.
at
$37.50 NET PER SHARE
Pursuant to the Offer to Purchase
Dated May 20, 2010
by
CGI FAIRFAX CORPORATION
a wholly owned subsidiary of
CGI FEDERAL INC.
an indirect wholly owned subsidiary of
CGI GROUP INC.
 
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, JUNE 17, 2010, UNLESS THE OFFER IS EXTENDED.
 
The Depositary for the Tender Offer is:
 
COMPUTERSHARE INVESTOR SERVICES INC.
 
     
If delivering by mail:
  If delivering by registered mail or by courier:
P.O. Box 7021
  100 University Avenue
31 Adelaide Street East
  9th Floor
Toronto, Ontario
  Toronto, Ontario
M5C 3H2
  M5J 2Y1
Attn: Corporate Actions
  Attn: Corporate Actions
 
The US Forwarding Agent for the Tender Offer is:

COMPUTERSHARE TRUST COMPANY, N.A.
By Registered Mail, Hand or Courier:
250 Royall Street
Suite V
Canton, Massachusetts 02021
Attn: Corp. Act. CPU Canada
 
                               

DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s)
 		                 
(Please fill in, if Blank, Exactly as
 		    Shares Tendered
Name(s) Appear(s) on Certificate(s))     (Attach Additional Signed List, if Necessary)
      Certificate
 		    Total Number of
 		    Total Numbers of
      Number(s)(1)     Shares Represented
 		    Shares
            By Certificate(s)(1)     Tendered(2)
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
        Total Shares:                      
                               
     
(1) Need not be completed by stockholders tendering by book-entry transfer.
     
(2) Unless otherwise indicated, it will be assumed that all Shares described above are being tendered. See Instruction 4.
                               

 

 
Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary. You must sign this Letter of Transmittal in the appropriate space provided therefor below, with signature guarantee if required, and complete either the Substitute Form W-9 set forth below, or an applicable IRS Form W-8, if required. The instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.
 
The Offer (as defined below) is not being made to (nor will tender of Shares be accepted from or on behalf of) stockholders in any jurisdiction where it would be illegal to do so.
 
This Letter of Transmittal is to be used by stockholders of Stanley, Inc. (the “Company”), if certificates for Shares (as defined below) are to be forwarded herewith or, unless an Agent’s Message (as defined in “The Tender Offer — Section 2 — Acceptance for Payment and Payment for Shares” in the Offer to Purchase) is utilized, if delivery of Shares is to be made by book-entry transfer to an account maintained by the Depositary at the Book-Entry Transfer Facility (as defined in “The Tender Offer — Section 2 — Acceptance for Payment and Payment for Shares” in the Offer to Purchase and pursuant to the procedures set forth in “The Tender Offer — Section 3 — Procedures for Accepting the Offer and Tendering Shares” therein).
 
Stockholders whose certificates for Shares (“Share Certificates”) are not immediately available, or who cannot complete the procedure for book-entry transfer on a timely basis, or who cannot deliver all other required documents to the Depositary prior to the Expiration Date (as defined in “The Tender Offer — Section 1 — Terms of the Offer” in the Offer to Purchase), must tender their Shares according to the guaranteed delivery procedure set forth in “The Tender Offer — Section 3 — Procedures for Accepting the Offer and Tendering Shares” in the Offer to Purchase in order to participate in the Offer. See Instruction 2. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.
 
Additional Information if Shares Have Been Lost, Are Being Delivered By Book-Entry Transfer or
Are Being Delivered Pursuant to a Previous Notice of Guaranteed Delivery
 
If any Share Certificate you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated you should contact Computershare Trust Company, N.A., as Transfer Agent, at 250 Royall Street, Canton, Massachusetts 02021 (Telephone No. (781) 575-4238), regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the Share Certificates may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 11.
 
o   Check here if tendered Shares are being delivered by book-entry transfer made to an account maintained by the Depositary with the Book-Entry Transfer Facility and complete the following (only financial institutions that are participants in the system of any Book-Entry Transfer Facility may deliver Shares by book-entry transfer):
 
  Name of Tendering Institution 
 
  DTC Account Number 
 
  Transaction Code Number 
 
o   Check here if tendered Shares are being delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary and complete the following:
 
  Name(s) of Tendering Stockholder(s) 
 
  Date of Execution of Notice of Guaranteed Delivery 
 
 
  Name of Eligible Institution that Guaranteed Delivery 
 
 
  If Delivery is by Book-Entry Transfer, Provide the Following 
 
 
  Account Number 
 
 
  Transaction Code Number 
 
NOTE: SIGNATURES MUST BE PROVIDED BELOW
 
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY


2

 

Ladies and Gentlemen:
 
The undersigned hereby tenders to CGI Fairfax Corporation, a Delaware corporation (the “CGI-Fairfax”) and a wholly owned subsidiary of CGI Federal Inc., a Delaware corporation, and indirect wholly owned subsidiary of CGI Group Inc., a corporation organized under the laws of the Province of Québec, Canada, the above described shares of common stock, par value $0.01 per share (the “Shares”), of Stanley, Inc., a Delaware corporation (the “Company”), pursuant to CGI-Fairfax’s offer to purchase (the “Offer”) all outstanding Shares, at a purchase price of $37.50 per Share net to the seller in cash, without interest and less any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 20, 2010 (the “Offer to Purchase”), and in this Letter of Transmittal.
 
Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and effective upon acceptance for payment of the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of CGI-Fairfax all right, title and interest in and to all of the Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after the date hereof (collectively, “Distributions”)) and irrevocably constitutes and appoints Computershare Investor Services Inc. (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and any and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Shares (and any and all Distributions) or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of CGI-Fairfax, (ii) present such Shares (and any and all Distributions) for transfer on the books of the Company and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer.
 
By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints George Schindler and Joseph C. Figini, and each of them, and any other designees of CGI-Fairfax, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of the Company’s stockholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, and (iii) to otherwise act as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, all of the Shares (and any and all Distributions) tendered hereby and accepted for payment by CGI-Fairfax. This appointment will be effective if and when, and only to the extent that, CGI-Fairfax accepts such Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). CGI-Fairfax reserves the right to require that, in order for the Shares to be deemed validly tendered, immediately upon CGI-Fairfax’s acceptance for payment of such Shares, CGI-Fairfax must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of the Company’s stockholders.
 
The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby (and any and all Distributions) and that, when the same are accepted for payment by CGI-Fairfax, CGI-Fairfax will acquire good, marketable and unencumbered title to such Shares (and any and all Distributions), free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or CGI-Fairfax to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby (and any and all Distributions). In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of CGI-Fairfax all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, CGI-Fairfax shall be entitled to all rights and privileges as owner of each such Distribution and may deduct from the purchase price of the Shares tendered hereby the amount or value of such Distribution as determined by CGI-Fairfax in its sole discretion.


3

 

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.
 
The undersigned understands that the valid tender of Shares pursuant to any of the procedures described in the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and CGI-Fairfax upon the terms of and subject to the conditions to the Offer (and if the Offer is extended or amended, the terms of or the conditions to any such extension or amendment).
 
Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the purchase price of all of the Shares purchased and, if appropriate, return any certificates for the Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of all of the Shares purchased and, if appropriate, return any certificates for the Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of Shares Tendered.” In the event that the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of all Shares purchased and, if appropriate, return any certificates evidencing Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and, if appropriate, return any such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled “Special Payment Instructions,” please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that CGI-Fairfax has no obligation, pursuant to the “Special Payment Instructions,” to transfer any Shares from the name of the registered holder thereof if CGI-Fairfax does not accept for payment any of the Shares so tendered.


4

 

 
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
 
To be completed ONLY if the check for the purchase price of Shares accepted for payment and/or certificates for Shares not tendered or not accepted are to be issued in the name of someone other than the undersigned.
 
Issue Check and/or Certificates to:
 
 
Name: 
(Please Print)
 
Address: 
 


 
(Include Zip Code)

 



 
(Taxpayer Identification or Social Security No.)
(Also Complete Substitute W-9 Below)
 
 
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
 
To be completed ONLY if the check for the purchase price of Shares accepted for payment and/or certificates for Shares not tendered or not accepted are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown above.
 
Mail Check and/or Certificates to:
 
 
Name: 
(Please Print)
 
Address: 
 


(Include Zip Code)
 



 
(Taxpayer Identification or Social Security No.)
(Also Complete Substitute W-9 Below)


5

 

 
IMPORTANT
STOCKHOLDER: SIGN HERE
(Please Complete and Return the Attached Substitute Form W-9 Below)
 
 
Signature(s) of Holder(s) of Shares
 
Dated: ­ ­, 2010
 
Name(s): 
 
(Please Print)
 
Capacity (full title) (See Instruction 5) 
 
Address: 
 
(Include Zip Code)
 
Area Code and Telephone No. 
 
Tax Identification or Social Security No. (See Substitute Form W-9 enclosed herewith) 
 
 
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)
 
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED — SEE INSTRUCTIONS 1 AND 5)
 
Authorized Signature 
 
Name 
 
Name of Firm 
 
Address 
 
 
(Include Zip Code)
 
Area Code and Telephone No. 
 
Dated: ­ ­, 2010


6

 

 
INSTRUCTIONS
 
Forming Part of the Terms and Conditions of the Offer
 
1. Guarantee of Signatures.  No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in the Book-Entry Transfer Facility’s systems whose name(s) appear(s) on a security position listing as the owner(s) of the Shares) of Shares tendered herewith, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal or (b) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.
 
2. Requirements of Tender.  This Letter of Transmittal is to be completed if Share Certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if tenders are to be made pursuant to the procedure for tender by book-entry transfer set forth in “The Tender Offer — Section 3 — Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase. Share Certificates evidencing tendered Shares, or timely confirmation of a book-entry transfer of Shares (a “Book-Entry Confirmation”) into the Depositary’s account at the Book-Entry Transfer Facility, as well as this Letter of Transmittal (or a manually signed facsimile hereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message in connection with a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date (as defined in “The Tender Offer — Section 1 — Terms of the Offer” of the Offer to Purchase). Stockholders whose Share Certificates are not immediately available, or who cannot complete the procedure for delivery by book-entry transfer on a timely basis or who cannot deliver all other required documents to the Depositary prior to the Expiration Date, may tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in “The Tender Offer — Section 3 — Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by CGI-Fairfax, must be received by the Depositary prior to the Expiration Date and (iii) the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with this Letter of Transmittal (or a manually signed facsimile hereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry delivery, an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within three trading days (calculated by reference to the New York Stock Exchange) after the date of execution of such Notice of Guaranteed Delivery. If Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal must accompany each such delivery.
 
The method of delivery of this Letter of Transmittal, Share Certificates and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the option and the risk of the tendering stockholder and the delivery will be deemed made only when actually received by the Depositary (including, in the case of Book-Entry Transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
 
CGI-Fairfax will not accept any alternative, conditional or contingent tenders, and no fractional Shares will be purchased. By executing this Letter of Transmittal (or facsimile thereof), the tendering stockholder waives any right to receive any notice of the acceptance for payment of the Shares.
 
3. Inadequate Space.  If the space provided herein is inadequate, the Share Certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto.
 
4. Partial Tenders.  If fewer than all the Shares represented by any Share Certificate delivered to the Depositary are to be tendered, fill in the number of Shares which are to be tendered in the box entitled “Total Number of Shares Tendered”. In such case, a new certificate for the remainder of the Shares represented by the old certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.


7

 

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.
 
(a) Exact Signatures.  If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificates without alteration, enlargement or any change whatsoever.
 
(b) Joint Holders.  If any of the Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.
 
(c) Different Names on Certificates.  If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.
 
(d) Endorsements.  If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.
 
If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.
 
If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Depositary of the authority of such person so to act must be submitted.
 
6. Stock Transfer Taxes.  Except as otherwise provided in this Instruction 6, CGI-Fairfax or any successor entity thereto will pay all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Share Certificate(s) for Shares not tendered or not accepted for payment are to be registered in the name of, any person(s) other than the registered holder(s), or if tendered Share Certificate(s) are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person(s)) payable on account of the transfer to such other person(s) will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to CGI-Fairfax of the payment of such taxes, or exemption therefrom, is submitted.
 
Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificate(s) evidencing the Shares tendered hereby.
 
7. Special Payment and Delivery Instructions.  If a check is to be issued in the name of, and, if appropriate, Share Certificates for Shares not tendered or not accepted for payment are to be issued or returned to, any person(s) other than the signer of this Letter of Transmittal or if a check and, if appropriate, such Share Certificates are to be returned to any person(s) other than the person(s) signing this Letter of Transmittal or to an address other than that shown in this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed.
 
8. Substitute Form W-9; Backup Withholding; Taxpayer Identification Number.  Under U.S. Federal income tax law, a tendering stockholder generally is required to provide the Depositary with (i) if such stockholder is a U.S. person (as defined for U.S. Federal income tax purposes), a properly completed Internal Revenue Service (“IRS”) Form W-9 or Substitute Form W-9 (which is provided under “Important Tax Information” below) with such stockholder’s correct Taxpayer Identification Number (“TIN”) or (ii) if such stockholder is not a U.S. person, a properly completed appropriate IRS Form W-8.
 
Only U.S. persons, including resident alien individuals, should use Substitute Form W-9. If a tendering stockholder has been notified by the IRS that such stockholder is subject to backup withholding, such stockholder must cross out item (2) of the Certification box in Part 2 of the Substitute Form W-9, unless such stockholder has since been notified by the IRS that such stockholder is no longer subject to backup withholding. A tendering stockholder will be subject to U.S. Federal income tax backup withholding at a rate of 28% on all reportable payments made to such stockholder pursuant to the Offer if: (i) such stockholder does not furnish its, his or her correct TIN to the requester; (ii) such stockholder does not certify, under penalty of


8

 

perjury, its, his or her TIN; (iii) the IRS tells the requester that such stockholder furnished an incorrect TIN; (iv) the IRS tells the requester that such stockholder is subject to backup withholding because such stockholder did not report all its, his or her interest and dividends on such stockholder’s tax return or (v) such stockholder does not certify to the requester, under penalty of perjury, that such stockholder is not subject to backup withholding.
 
If the tendering stockholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such stockholder should check the box in Part 3 of the Substitute Form W-9, and sign and date the Substitute Form W-9. If the box in Part 3 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold 28% of all reportable payments of the purchase price to such stockholder until a TIN is provided to the Depositary or such stockholder has otherwise established an exemption from backup withholding.
 
Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. Foreign stockholders should submit an appropriate and properly completed IRS Form W-8, a copy of which may be obtained from the Depositary or from the IRS at its website (www.irs.gov), in order to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriate. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.
 
Backup withholding is not an additional tax. A tendering stockholder may credit any amounts withheld against its, his or her regular U.S. Federal income tax liability or, if backup withholding results in an overpayment of taxes, claim a refund from the IRS.
 
If a tendering stockholder fails to furnish its, his or her correct TIN to the Depositary, such stockholder will be subject to a penalty of $50 for each such failure unless the stockholder’s failure is due to reasonable cause and not to willful neglect. If a tendering stockholder makes a false statement with no reasonable basis that results in no backup withholding, such stockholder is subject to a $500 penalty. Willfully falsifying certifications or affirmations may subject a stockholder to criminal penalties, including fines and/or imprisonment.
 
9. Irregularities.  All questions as to purchase price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by CGI-Fairfax in its sole discretion, which determinations shall be final and binding on all parties. CGI-Fairfax reserves the absolute right to reject any or all tenders of Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of CGI-Fairfax, be unlawful. CGI-Fairfax also reserves the absolute right to waive any of the conditions of the Offer (other than the Minimum Tender Condition (as defined in the Offer to Purchase) which may only be waived with the consent of the Company) and any defect or irregularity in the tender of any particular Shares, and CGI-Fairfax’s interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as CGI-Fairfax shall determine. None of CGI-Fairfax, the Depositary, the Dealer Manager, the Information Agent (as the foregoing are defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.
 
10. Requests for Additional Copies.  Questions and requests for assistance should be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below. Additional copies of the Offer to Purchase and this Letter of Transmittal should be directed to the Information Agent at its address and telephone numbers set forth below.
 
11. Lost, Destroyed or Stolen Certificates.  If any certificate representing Shares has been lost, destroyed or stolen, the stockholder should promptly notify Computershare Trust Company, N.A., as Transfer Agent, at 250 Royall Street, Canton, Massachusetts 02021 (Telephone No. (781) 575-4238). The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed.
 
This Letter of Transmittal, properly completed and duly executed, together with certificates representing Shares being tendered (or confirmation of book-entry transfer) and all other required documents, must be received before 12:00 midnight, New York City time, on the Expiration Date, or the tendering stockholder must comply with the procedures for guaranteed delivery.


9

 

IMPORTANT TAX INFORMATION
 
Under U.S. Federal income tax law, a stockholder who is a U.S. person (as defined for U.S. Federal income tax purposes) surrendering Shares must, unless an exemption applies, provide the Depositary (as payer) with the stockholder’s correct TIN on IRS Form W-9 or on the Substitute Form W-9 included in this Letter of Transmittal. If the stockholder is an individual, the stockholder’s TIN is such stockholder’s Social Security number. If the correct TIN is not provided, the stockholder may be subject to a $50 penalty imposed by the IRS and payments of cash to the stockholder (or other payee) pursuant to the Offer may be subject to backup withholding at a rate of 28%.
 
Certain stockholders (including, among others, corporations and certain foreign individuals and entities) may not be subject to backup withholding and reporting requirements. In order for an exempt foreign stockholder to avoid backup withholding, such person should complete, sign and submit an appropriate Form W-8 signed under penalties of perjury, attesting to his or her exempt status. A Form W-8 can be obtained from the Depositary or from the IRS at its website (www.irs.gov). Such stockholders should consult a tax advisor to determine which Form W-8 is appropriate. Exempt stockholders, other than foreign stockholders, should furnish their TIN, check the box in Part 4 of the Substitute Form W-9 and sign, date and return the Substitute Form W-9 to the Depositary in order to avoid erroneous backup withholding. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions. A stockholder should consult its, his or her tax advisor as to such stockholder’s qualification for an exemption from backup withholding and the procedure for such exemption.
 
If backup withholding applies, the Depositary is required to withhold and pay over to the IRS 28% of any reportable payment made to a stockholder. Backup withholding is not an additional tax. Rather, the U.S. Federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be claimed from the IRS.
 
Purpose of Substitute Form W-9
 
To prevent backup withholding on payments that are made to a stockholder with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the Depositary of the stockholder’s correct TIN by completing the Substitute Form W-9 included in this Letter of Transmittal certifying that (1) the TIN provided on the Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN), (2) the stockholder is not subject to backup withholding because (i) the stockholder is exempt from backup withholding, (ii) the stockholder has not been notified by the IRS that the stockholder is subject to backup withholding as a result of a failure to report all interest and dividends or (iii) the IRS has notified the stockholder that the stockholder is no longer subject to backup withholding and (3) the stockholder is a U.S. person (as defined for U.S. federal income tax purposes).
 
What Number to Give the Depositary
 
The tendering stockholder is required to give the Depositary the TIN, generally the Social Security number or employer identification number, of the record holder of the Shares tendered hereby. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, such stockholder should check the box in Part 3 of the Substitute Form W-9, sign and date the Substitute Form W-9 and sign and date the Certificate of Awaiting Taxpayer Identification Number, which appears in a separate box below the Substitute Form W-9. If the box in Part 3 of the Substitute Form W-9 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold 28% of all reportable payments of the purchase price, which will be refunded if a TIN is provided to the Depositary within sixty (60) days of the Depositary’s receipt of the Certificate of Awaiting Taxpayer Identification Number. If the Depositary is provided with an incorrect TIN in connection with such payments, the stockholder may be subject to a $50.00 penalty imposed by the IRS.


10

 

             
 
PAYER’S NAME: CGI FAIRFAX CORPORATION
 
SUBSTITUTE

FORM W-9


 Department of the
Treasury
Internal Revenue Service
    Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.     Social Security Number or
Employer Identification Number
      CHECK APPROPRIATE BOX:      
      o Individual/Sole Proprietor
o Corporation
o Partnership
o Other ­ ­ 		   
Part 3 —
Awaiting TIN
o
Payer’s Request for
           
Taxpayer Identification
           
Number (“TIN”)
           
           
Part 4 —
Exempt
o
       
             
             
Please fill in your name
and address below

Name


Address (Number and Street)

City, State and Zip Code
     Part 2 — Certification — Under penalties of perjury, I certify that:

(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me);

(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and

(3) I am a U.S. Person (including a U.S. resident alien).

CERTIFICATION INSTRUCTIONS — You must cross out Item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such Item (2). If you are exempt from backup withholding, check the box in Part 4 above.
     
Signature ­ ­ 		   

Date ­ ­, 2010

 
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 AND CONTACT YOUR TAX ADVISOR FOR ADDITIONAL DETAILS.
 
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
 
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either: (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office; or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, a portion of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a Taxpayer Identification Number within sixty (60) days.
 
Signature ­ ­ Date ­ ­, 2010


11

 

 
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
 
GUIDELINES FOR DETERMINING THE PROPER TAXPAYER IDENTIFICATION NUMBER (“TIN”) TO GIVE THE PAYER. — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.
 
WHAT NAME AND NUMBER TO GIVE THE PAYER
 
                   
For this type of account:     Give name and SSN of:
1.
    Individual     1.     The individual
2.
    Two or more individuals (joint account)     2.     The actual owner of the account or, if combined funds, the first individual on the account(1)
3.
    Custodian account of a minor (Uniform Gift to Minors Act)     3.     The minor(2)
4.
   
a. The usual revocable savings trust (grantor is also trustee)
    4.     The grantor-trustee(1)
     
b. So-called trust account that is not a legal or valid trust under state law
    5.     The actual owner(1)
5.
    Sole proprietorship or single-owner LLC     6.     The owner(3)
6.
    Sole proprietorship or single-owner LLC     7.     The owner(3)
7.
    A valid trust, estate, or pension trust     8.     Legal entity(4)
8.
    Corporate or LLC electing corporate status on Form 8832     9.     The corporation
9.
    Association, club, religious, charitable, educational, or other tax-exempt organization     10.     The organization
10.
    Partnership or multi-member LLC     11.     The partnership
11.
    A broker or registered nominee     12.     The broker or nominee
12.
    Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments     13.     The public entity
                   
(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
 
(2) Circle the minor’s name and furnish the minor’s SSN.
 
(3) You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN.
 
(4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)
 
Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.


12

 

 
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
 
OBTAINING A NUMBER
 
If you don’t have a TIN or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.
 
PAYEES EXEMPT FROM BACKUP WITHHOLDING
 
Payees specifically exempted from backup withholding on ALL payments include the following:
 
  •  An organization exempt from tax under section 501(a), any IRA where the payor is also the trustee or custodian or a custodial account under Section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).
 
  •  The United States or any agency or instrumentality thereof.
 
  •  A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.
 
  •  A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.
 
  •  An international organization or any agency, or instrumentality thereof.
 
Payees that may be exempted from backup withholding include the following:
 
  •  A corporation.
 
  •  A financial institution.
 
  •  A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S.
 
  •  A real estate investment trust.
 
  •  A common trust fund operated by a bank under section 584(a).
 
  •  An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1).
 
  •  An entity registered at all times under the Investment Company Act of 1940.
 
  •  A foreign central bank of issue.
 
  •  A futures commission merchant registered with the Commodity Futures Trading Commission.
 
  •  A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List.
 
Payments of dividends and patronage dividends not generally subject to backup withholding include the following:
 
  •  Payments to nonresident aliens subject to withholding under section 1441.
 
  •  Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident alien partner.
 
  •  Payments of patronage dividends where the amount received is not paid in money.
 
  •  Payments made by certain foreign organizations.
 
  •  Section 404(k) distributions made by an ESOP.
 
Payments of interest not generally subject to backup withholding include the following:
 
  •  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct TIN to the payer.
 
  •  Payments described in section 6049(b)(5) to non-resident aliens.
 
  •  Payments on tax-free covenant bonds under section 1451.
 
  •  Payments made by certain foreign organizations.
 
  •  Mortgage or student loan interest paid to an individual.
 
Exempt payees described above should file Form W-9 (or an acceptable substitute) to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TIN, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.


13

 

 
Certain payments, other than interest, dividends, and patronage dividends, that are not subject to information reporting, are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A of the Internal Revenue Code of 1986, as amended (the “Code”). All section references above are to the Code.
 
PRIVACY ACT NOTICE — Section 6109 of the Code requires most recipients of dividend, interest, or other payments to give TINs to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a portion of taxable interest, dividend, and certain other payments to a payee who does not furnish a TIN to a payer. Certain penalties may also apply.
 
PENALTIES
 
(1) PENALTY FOR FAILURE TO FURNISH TIN — If you fail to furnish your TIN to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
 
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.
 
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION — Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
 
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.


14

 

The Depositary for the Tender Offer is:
 
COMPUTERSHARE INVESTOR SERVICES INC.
 
     
If delivering by mail:   If delivering by registered mail or by courier:
     
P.O. Box 7021
31 Adelaide Street East
Toronto, Ontario
M5C 3H2
Attn: Corporate Actions 		  100 University Avenue
9th Floor
Toronto, Ontario
M5J 2Y1
Attn: Corporate Actions
 
The US Forwarding Agent for the Tender Offer is:

COMPUTERSHARE TRUST COMPANY, N.A.
By Registered Mail, Hand or Courier:
250 Royall Street
Suite V
Canton, Massachusetts 02021
Attn: Corp. Act. CPU Canada
Toll Free: 1-800-564-6253
 
Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below. Additional copies of the Offer to Purchase, the Notice of Guaranteed Delivery and this Letter of Transmittal may be obtained from the Information Agent at the address and telephone numbers set forth below. Stockholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.
 
The Information Agent for the Tender Offer is:

Laurel Hill Advisory Group
100 Wall Street, 22nd floor
New York, NY 10005
Banks and Brokerage Firms, Please Call:
(917) 338-3181
Stockholders and All Others, Call Toll-Free:
(888) 742-1305
e-mail: jeinsidler@laurelhill.com
 
The Dealer Manager for the Tender Offer is:

Deutsche Bank Securities
Mailstop: NYC60-4515
Attention: Rama Ramabadran
60 Wall Street
New York, New York 10005