National Bank confirms it has accepted CGI's takeover bid for Cognicase

Montreal, 6 December 2002 - 

National Bank of Canada confirms that it has signed a Lockup Agreement with CGI Group Inc. under which it has agreed, subject to certain conditions, to tender all the common shares it holds in Cognicase Inc. in acceptance of the takeover bid announced earlier today by CGI at a price of $4.25 per share. The Bank's interest in Cognicase represents approximately 15% of that company's capital stock.

The Lockup Agreement allows National Bank of Canada to enter into discussions with a third party that could be designated to it by Cognicase within seven days to purchase its shares by means of another takeover bid. In the event of a competing bid being made at a higher price, National Bank of Canada would be allowed to accept it under the terms of the Lockup Agreement.

In the context of the takeover bid made by CGI Group and the Lockup Agreement between the parties, National Bank of Canada has indicated that it is prepared to extend from May 31, 2010 through December 31, 2012 the Outsourcing Agreement governing information technology and management services that binds it to Cognicase, subject to mutually acceptable conditions being negotiated by the parties in question. National Bank of Canada confirms that the possibility of such an extension of the Outsourcing Agreement would also be available, if required, in the event of any competing bid.

It is now up to the Board of Directors of Cognicase to study the offer made by CGI Group, to respond to it and to provide the necessary information to its shareholders.

About National Bank of Canada

National Bank of Canada is an integrated group which provides comprehensive financial services to consumers, small and medium-sized enterprises and large corporations in its core market, while offering specialized services to its clients elsewhere in the world. The National Bank offers a full array of banking services, including retail, corporate and investment banking. It is an active player on international capital markets and, through its subsidiaries, is involved in securities brokerage, insurance and wealth management as well as mutual fund and retirement plan management. The National Bank has assets of over $75 billion and, together with its subsidiaries, employs over 17,000 people. The Bank's securities are listed on the Toronto Stock Exchange (NA:TSX). For more information, visit the Bank's website at

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Information (the following telephone number and e-mail address are intended solely for the use of journalists and other media representatives):


Denis Dubé
Director of Public Relations
National Bank of Canada
Tel.: (514) 394-8644