Montreal, Dec. 1, 2000 – CGI Group Inc. and Star Data Systems Inc. announced 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.

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.

"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."

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.

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