2006-Capgemini, one of the world's foremost providers of Consulting, Technology and Outsourcing services, and Kanbay International, a global IT services firm focused on the financial services industry, announced today that they have entered into a definitive merger agreement.

The transaction values Kanbay's share capital including vested stock options, warrants and restricted shares at $1.25 billion. The Boards of Directors of Capgemini and Kanbay have approved the transaction. The transaction is subject to customary closing conditions, including Kanbay's shareholders approval and antitrust clearance. It is expected that the transaction will close by early 2007.

This acquisition is fully in line with Capgemini's expansion strategy:

• it significantly increases Capgemini's presence in India (+89% based on Q3 figures). The combined company would have headcount reaching 12,000 employees by the end of 2006 in India which would therefore become the second largest country (with 16% of total headcount);


• it strengthens Capgemini's presence in North America and confirms the Group's ambition in this market;


• it positions Capgemini as a leader in the Financial Services sector-which accounts for 22% of the global IT market-and enhances its domain expertise.

Raymond J. Spencer, Chairman and Chief Executive Officer of Kanbay, will join the top management of Capgemini. Mr. Spencer stated: "The combination of Kanbay with Capgemini is very exciting news for our shareholders, customers and employees. While this transaction creates excellent value for shareholders,
Capgemini also shares our existing vision and stated strategy. Thus, this deal represents a continuation of our existing approach. In addition, the two organizations will benefit from complementary business philosophies and cultures."

Capgemini Chief Executive Officer, Paul Hermelin noted: "The acquisition of Kanbay, a world-class IT services provider, supports our growth strategy and significantly enhances our global Banking, Financial Services and Insurance (BFSI) practice, particularly in North America and India, where Kanbay has over 5,000 associates. The acquisition also gives us valuable capabilities in Consumer and Industrial Products, Telecommunications, Media, Life Sciences and the Travel & Leisure verticals."

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Prashanth Rai