Cognicase changes tune on CGI offer

Montreal-based Cognicase Inc. announced on Thursday it has entered into a support agreement to accept the revised offer made by outsourcing provider CGI Group Inc.

Under the new offer, Cognicase’s board of directors has agreed to accept the increase in share price from $4.25 to $4.50. The board has resolved to waive the application of the shareholder rights plan dated December 19, 2002 to CGI’s revised offer in order to allow CGI to proceed with the take-up and to pay for Cognicase shares.

CGI originally announced its plans to scoop up Cognicase back in early December [please see CGI looks to make an addition] and at the time, Cognicase was recommending to shareholders not to accept the bid, as reported on the company’s Web site in December. Pursuant to the support agreement, Cognicase has agreed to cease any ongoing discussions and not to solicit or engage in any further discussions relating to a competing proposal, except in limited circumstances and if its board modifies or withdraws its recommendation in favour of CGI’s revised offer. Additionally, if the board recommends to shareholders the acceptance of a take-over bid or any other transaction other than CGI’s revised offer, these could also be factors that challenge the take-over from being completed, the company said.

The revised offer will be mailed to Cognicase shareholders no later than January 3, 2003.

The companies are online at and