EXHIBIT (d)(1) AGREEMENT AND PLAN OF MERGERMerger Agreement • March 18th, 2004 • Cgi Group Inc • Services-management consulting services • Delaware
Exhibit (b)(2) FIRST AMENDING AGREEMENT to the Credit Agreement dated as of November 12, 2002, entered into in the City of Montreal, Province of Quebec, as of June 13, 2003. BETWEEN: CGI GROUP INC., a company constituted in accordance with the laws of...Credit Agreement • March 18th, 2004 • Cgi Group Inc • Services-management consulting services • Quebec
ARTICLE I TENDER AGREEMENT AND IRREVOCABLE PROXYStockholder Tender and Voting Agreement • March 18th, 2004 • Cgi Group Inc • Services-management consulting services • Delaware
CGI GROUP INC. - AND - NATIONAL BANK FINANCIAL INC. - AND - CREDIT SUISSE FIRST BOSTON CANADA INC. - AND - COMPUTERSHARE TRUST COMPANY OF CANADASubscription Receipt Agreement • March 18th, 2004 • Cgi Group Inc • Services-management consulting services • Quebec
CACI INTERNATIONAL INC. CACI, INC. — FEDERAL DAGGER ACQUISITION CORPORATION AMERICAN MANAGEMENT SYSTEMS, INCORPORATED CGI GROUP INC. CGI VIRGINIA CORPORATION ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 18th, 2004 • Cgi Group Inc • Services-management consulting services • Delaware
This ASSET PURCHASE AGREEMENT, dated as of March 10, 2004 (the “Agreement”), is made by and among CACI International Inc, a Delaware corporation (“Parent”), CACI, INC. — FEDERAL, a Delaware corporation and wholly-owned subsidiary of Parent (“Federal”), Dagger Acquisition Corporation (“Acquisition Sub”), a Delaware corporation and wholly-owned subsidiary of Federal, American Management Systems, Incorporated, a Delaware corporation (“Arrow”), CGI Group Inc., a Québec corporation (“Crossbow”) and CGI Virginia Corporation, a Delaware corporation and wholly-owned subsidiary of Crossbow (“Merger Sub”).
March 18, 2004 Dear Fellow Stockholders:Merger Agreement • March 18th, 2004 • Cgi Group Inc • Services-management consulting services
We are pleased to inform you that on March 10, 2004, American Management Systems, Incorporated (“AMS”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CGI Group Inc., a corporation organized under the laws of the Province of Québec (the “Parent”), and CGI Virginia Corporation, a wholly-owned subsidiary of Parent (the “Merger Sub”), providing for the acquisition of AMS.
