CGI Announces Offer to Acquire Star Data, a Canadian-based Financial Services Information Provider With Annual Revenues of Close to Cdn$80 Million.

Business Editors

MONTREAL--(BUSINESS WIRE)--Dec. 1, 2000

CGI Group Inc. (TSE:GIB.A.) (NYSE:GIB) and Star Data Systems Inc. (TSE:STY) announced today that their respective boards of directors have approved a proposed transaction whereby CGI would offer to acquire all of the issued and outstanding common shares of Star Data, a TSE-listed provider of IT services and solutions to the financial services industry.

The proposed transaction is to be implemented by way of a share exchange takeover bid of Star Data.

The offer price will be CDN$5.00 per common share of Star Data payable by the issuance of 0.737 CGI Class A subordinate shares for each Star Data common share. The exchange ratio is based on the weighted average closing price on the TSE of CGI's Class A subordinate shares over the past ten trading days. The offer represents a 45% premium over yesterday's closing price of $3.45 per Star Data share.

CGI has entered into a lock-up agreement with certain Star Data shareholders, including Canadian General Capital Limited, holding an aggregate of 28.8% of Star Data's common shares, pursuant to which, subject to their ability to tender to a superior acquisition proposal made before the close of business on December 7th, 2000 and certain other conditions being met, these shareholders have agreed to irrevocably tender all their Star Data shares to the CGI offer.

A special committee to the board of directors of Star Data has reviewed the transaction and has received an opinion from Yorkton Securities Inc. that CGI's proposed offer would be fair, from a financial point of view, to Star Data's shareholders who have not entered into the lock up agreement.

The board of directors of Star Data supports the proposed offer and will recommend to the shareholders of Star Data that they tender their common shares to CGI's offer. Star Data has entered into a support agreement with CGI whereby Star Data has agreed not to solicit competing offers and to pay a break-up fee in certain circumstances. If a superior transaction emerges and CGI elects not to match such transaction, Star Data will pay a fee of CDN$3.7 million to CGI.

Completion of the transaction is conditional upon satisfaction of certain conditions, including the receipt of any necessary governmental and other regulatory approvals and the deposit at the expiry time of CGI's offer of at least 66 2/3 % of Star Data's issued and outstanding common shares (on a fully diluted basis). CGI expects to mail a bid circular to all shareholders by December 11, 2000 and to finalize the transaction by mid-January 2001.

Star Data operates two primary business units - Information Systems and Wealth Management Solutions - and its clients include major Canadian financial institutions. Star Data has 10 offices Canada-wide and two state-of-the-art technology management facilities in Toronto. Star Data was established in 1985 and employs over 400 professionals.

"We are pleased to make an offer which we believe is fair to the shareholders of Star Data and CGI," said Michael Roach, CGI's executive vice-president and general manager, Canada. "This transaction fits in well with CGI's strategic plan aimed at serving the needs of the financial services industry including the wealth management sector."

"We believe that there is a great fit between the IT services and solutions of our two companies," added Michael Roach. "By leveraging both companies' strengths, namely Star Data's leading edge, highly respected solutions, and CGI's strong IT expertise and service offering, together we will be able to meet the full information technology needs of our respective clients in the financial services industry."

"The prospect of joining CGI should bring significant benefits to all of Star Data's stakeholders," said Alan Hutton, president and CEO of Star Data. "Together with CGI we will be able to offer our customers more services and solutions, consistent with the excellence that is core to both organizations. Partnering with CGI will also create exciting new opportunities for our employees, and help accelerate the implementation of our growth strategies. And importantly, this agreement will provide increased liquidity and value for Star Data's shareholders." Phillip Doherty, Star Data's chairman and president and CEO of Canadian General Capital Limited (CGC), stated: "CGC has been involved with Star Data for almost eight years and we are proud of their accomplishments and the stature that Star Data enjoys in its markets. We are pleased that CGI recognizes the inherent value and strategic benefits of Star Data. CGC supports their bid to acquire the Company, which we believe is in the best interests of all Star Data's stakeholders. All Star Data shareholders should continue to benefit over time from the growth and performance of CGI Group."

About Star Data

Star Data provides information services and wealth management solutions to the financial services industry. Star Data is based in Toronto, with offices in Vancouver, Calgary, Winnipeg, London, Markham, Montreal, Halifax and London, UK. The company employs more than 400 people and is listed on the Toronto Stock Exchange under the symbol STY. For more information on the company's products, services and investor relations' activities visit www.stardata.com.

About CGI

Founded in 1976, CGI is the largest independent Canadian information technology consulting firm and the fifth largest in North America, based on its headcount of close to 10,000 professionals. CGI's order backlog totals approximately CDN$7.0 billion and its revenue stands at CDN$1.4 billion. CGI provides end-to-end IT services and business solutions to 2,500 clients in Canada, the United States and more than 20 countries around the world. CGI's shares are listed on the New York Stock Exchange (GIB), as well as on the Toronto exchange (GIB.A). They are included in the Toronto Stock Exchange's TSE 100 index as well as the S&P/TSE Canadian Information Technology index. Web site: www.cgi.ca.

All statements in this press release that do not directly and exclusively relate to historical facts constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent CGI Group Inc.'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.

These factors include and are not restricted to the timing and size of contracts, acquisitions and other corporate developments, the ability to attract and retain qualified employees, market competition in the rapidly-evolving information technology industry, general economic and business conditions, and other risks identified in Management's Discussion and Analysis (MD&A) in CGI Group Inc.'s annual report or Form 40F filed with the US Securities & Exchange Commission and the Company's Annual Information Form filed with Canadian securities commissions. All of the risk factors included in these filed documents are included here by reference. CGI disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.