American Management Systems, Incorporated, today announced that it has entered into a definitive merger agreement with CGI Group, Inc. (NYSE:GIB), the largest Canadian independent information technology services firm, and Arlington-based CACI Corporation (NYSE:CAI). Under terms of the agreement with CGI: * CGI will acquire, through a tender offer, all of the outstanding shares of AMS for $858 million, or $19.40 per share, in cash. This represents a 26% premium to the 30-day trailing average. * Serge Godin, chairman and chief executive officer of CGI will be chairman and chief executive officer of the combined entity; which will be known in the U.S. as CGI-AMS. Under terms of the agreement with CACI: * CACI will purchase the assets of AMS's Defense & Intelligence business for $415 million in cash; with closing to occur once all tender offer conditions are satisfied. The combination of CGI Group Inc. and AMS creates a multibillion dollar IT, business process and professional services company with approximately 25,000 employees and major locations in the U.S., Canada, and Europe. The combined entity will have approximately (U.S.) $3 billion in annual revenue and contract backlog of approximately (U.S.) $10 billion. According to AMS Chairman and Chief Executive Officer Alfred T. Mockett, "This merger is a bold step in accelerating the execution of our strategic imperatives outlined two years ago, particularly in achieving scale and migrating to managed services. The combination of these businesses provides an excellent strategic fit, business model and cultural fit. AMS and CGI are complementary businesses -- both companies focus on customers in the public sector and in the financial services and communications industries." Mockett continued, "Our specialist business in Defense and Intelligence has a natural home with our long-standing partner, CACI. CACI knows the industry well and is committed to the defense and intelligence markets. Additionally, AMS's business helps expand CACI's capabilities and reach and will enhance their competitive position." The transaction is conditioned, among other things, upon customary approvals. The companies anticipate that the transaction will be completed in the second quarter. AMS was advised by Goldman, Sachs & Co. and legal advice was provided by Arnold & Porter and Osler, Hoskin & Harcourt LLP. CGI was advised by National Bank Financial Inc. and Credit Suisse First Boston and legal advice was provided by McCarthy Tetrault LLP and Holland & Knight LLP. CACI was advised by Banc of America Securities and legal advice was provided by Foley Hoag LLP. Analyst and Investor Teleconference: The senior management of CGI and AMS will host a teleconference today at 4:45 p.m. EST to discuss the transaction. Callers may access the call by dialing 877-211-7911.