CGI Anticipating Acquisition of INSpire Insurance Solutions Operating Assets

September 3, 2002

INSpire Insurance Solutions Inc. (“INSpire”) announced that CGI Group Inc. and INSpire have signed a non-binding letter of intent under which CGI would purchase INSpire’s operating assets. These business operations would be integrated within CGI and continue to offer complete policy and claims administration outsourcing, IT outsourcing, and software services. Through this acquisition, CGI would extend its ability to provide technology solutions to the insurance market and expand its significant business processing services (BPS) capabilities.

INSpire, currently operating under Chapter 11 bankruptcy protection, has filed certain motions with the United States Bankruptcy Court for the Northern District of Texas to begin the sales process. After evaluating all its alternatives, INSpire has concluded that a sale is in the best interest of all its stakeholders. An independent INSpire would lack the resources necessary to attain the vision of transforming INSpire into a major player in the insurance services industry. Under the anticipated agreement, customers will continue to receive existing services and have access to significantly greater resources.

According to the letter of intent, the purchase price is $8,200,000 and may be subject to adjustment prior to the closing of the transaction. The letter of intent calls for the parties to enter into a definitive purchase agreement as soon as practicable. Execution of the definitive purchase agreement is subject to negotiation of an agreement satisfactory to both parties and other conditions set forth in the letter of intent, including CGI being satisfied with its due diligence investigation of the Company. Both parties plan to pursue an expedited process through the court and complete the transaction as soon as possible.

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