Exhibit (a)(5)(I)
PRESS RELEASE
Stock Market Symbols
GIB (NYSE)
GIB.A (TSX)
CGI Announces Commencement of Tender Offer for all Outstanding Shares of
Stanley, Inc.
Fairfax, Virginia, May 20, 2010 – CGI Group Inc. (NYSE: GIB; TSX: GIB.A), a leading provider of
information technology and business processing services, is announcing today a tender offer for all
of the outstanding shares of common stock of Stanley, Inc. (“Stanley”) (NYSE: SXE) for $37.50 per
share, net to the seller in cash, without interest and less any required withholding taxes. The
tender offer is being made pursuant to an Offer to Purchase, dated May 20, 2010, and in connection
with the previously announced Agreement and Plan of Merger, dated May 6, 2010 (the “Merger
Agreement”), among Stanley, CGI Group Inc., CGI Federal Inc. and CGI Fairfax Corporation.
The tender offer will expire on Thursday, June 17, 2010 at midnight, New York City time, unless the
offer is extended. The tender offer is subject to conditions set forth in the Merger Agreement,
including, without limitation, regulatory approvals including Hart-Scott-Rodino and Exon-Florio and
there being validly tendered and not withdrawn prior to the expiration of the tender offer, at
least a majority of the outstanding shares of common stock of Stanley, calculated on a fully
diluted basis.
Today, CGI will file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer
Statement on Schedule TO, containing the Offer to Purchase, form of Letter of Transmittal and
related tender offer documents, setting forth in detail the terms and conditions of the tender
offer. Stanley will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9
setting forth in detail, among other things, the recommendation of Stanley’s Board of Directors
that Stanley stockholders accept the tender offer and tender their shares to CGI pursuant to the
tender offer. As previously disclosed, Stanley’s Board of Directors has unanimously approved the
transaction.
The Depositary and Paying Agent for the tender offer is Computershare Investor Services Inc., c/o
Corporate Actions, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, Canada. The Dealer
Manager for the tender offer is Deutsche Bank Securities Inc., Mailstop: NYC60-4515, Attention:
Rama Ramabadran, 60 Wall Street, New York, New York 10005. The Information Agent for the tender
offer is Laurel Hill Advisory Group, 100 Wall Street, 22nd Floor, New York, New York 10005.
Forward-looking Statements
All statements in this press release that do not directly and exclusively relate to historical
facts constitute forward-looking statements and constitute forward-looking information within the
meaning of Canadian securities laws. These statements and this information represent CGI’s
intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other
factors, of which many are beyond the control of the Company. These factors could cause actual
results to differ materially from such forward-looking statements or forward-looking information.
These factors include but are not restricted to: uncertainties as to the
timing of the tender offer and the merger; uncertainties as to how many of the Stanley stockholders
will tender their shares in the offer; the risk that competing offers will be made; the possibility
that various closing conditions for the transaction may not be satisfied or waived, including
regulatory approvals; the timing and size of new contracts; acquisitions and other corporate
developments; the ability to attract and retain qualified members; market competition in the
rapidly evolving IT industry; general economic and business conditions; foreign exchange and other
risks identified in the press release, in CGI’s Annual Report on Form 40-F filed with the U.S.
Securities and Exchange Commission (filed on EDGAR at www.sec.gov), CGI’s Annual Information Form
filed with the Canadian securities authorities (filed on SEDAR at www.sedar.com), as well as
assumptions regarding the foregoing. The words “believe,” “estimate,” “expect,” “intend,”
“anticipate,” “foresee,” “plan,” and similar expressions and variations thereof, identify certain
of such forward-looking statements or forward-looking information, which speak only as of the date
on which they are made. In particular, statements relating to future performance are
forward-looking statements and forward-looking information. CGI disclaims any intention or
obligation to publicly update or revise any forward-looking statements or forward-looking
information, whether as a result of new information, future events or otherwise, except as required
by applicable law. Readers are cautioned not to place undue reliance on these forward-looking
statements or on this forward-looking information.
Important Additional Information
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of
Stanley. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO,
containing an offer to purchase, form of letter of transmittal and related tender offer documents,
to be filed by CGI with the SEC on May 20, 2010. Stanley will file a Solicitation/Recommendation
Statement on Schedule 14D-9 relating to the tender offer with the SEC. These documents, as they may
be amended from time to time, contain important information about the tender offer and Stanley
stockholders are urged to read them carefully before any decision is made with respect to the
tender offer. The tender offer materials may be obtained at no charge by directing a request by
mail to Laurel Hill Advisory Group, 100 Wall Street, 22nd floor, New York, New York 10005 or by
calling toll-free at (888) 742-1305, and may also be obtained at no charge at the website
maintained by the SEC at www.sec.gov.
About CGI
Founded in 1976, CGI Group Inc. is one of the largest independent information technology and
business process services firms in the world. CGI and its affiliated companies employ approximately
26,000 professionals. CGI provides end-to-end IT and business process services to clients worldwide
from offices in the United States, Canada, Europe and Asia Pacific as well as from centers of
excellence in North America, Europe and India. As at March 31, 2010, CGI’s order backlog was $11.4
billion. CGI shares are listed on the NYSE
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