Celestica Provides Pro-forma Information with Respect to its Substantial Issuer Bid
(All amounts in U.S. dollars)
Pro-forma Information
The following unaudited consolidated pro-forma financial information is derived from
The pro-forma financial information below assumes that: (i) the term loan described in the Offer Documents is consummated; (ii) the Offer is fully subscribed; (iii) the purchase price per subordinate voting share is determined to be
Selected Consolidated Balance Sheet Data (in millions, except per share data):
December 31, 2014 |
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Actual (US$) |
Pro-forma (US$) |
||
Cash and cash equivalents (1) |
$565.0 |
$487.0 |
|
Debt |
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Revolving credit facility |
$0.0 |
$25.0 |
|
Term loan (2) |
$0.0 |
$250.0 |
|
Unamortized term loan costs (3) |
$0.0 |
($2.0) |
|
Total debt |
$0.0 |
$273.0 |
|
Equity |
|||
Capital stock (4) |
$2,609.5 |
$2,121.0 |
|
Treasury stock |
($21.4) |
($21.4) |
|
Contributed surplus (4) (5) |
$677.1 |
$814.6 |
|
Deficit |
($1,845.3) |
($1,845.3) |
|
Accumulated other comprehensive loss |
($25.0) |
($25.0) |
|
Total equity (4) |
$1,394.9 |
$1,043.9 |
|
Other Data |
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Book Value per Subordinate Voting Share (6) |
$7.99 |
$7.21 |
|
(1) |
Assumes funding of purchases under the Offer with US$75 million in cash and the balance with borrowings, |
|
(2) |
Assumes US$250 million term loan with quarterly repayments equal to 2.5% of the initial amount starting |
|
(3) |
Anticipated to be amortized over the 5 year term |
|
(4) |
Assumes approximately 29.9 million subordinate voting shares were repurchased under the Offer at a price |
|
(5) |
Includes estimated costs of the Offer |
|
(6) |
Book Value is based on total equity noted above |
Selected Consolidated Statements of Operations Data (in millions, except per share data and ratio of earnings to fixed charges):
For the year ended December 31, 2014 |
For the three months ended March 31, 2015 |
||||||
Actual (US$) |
Pro-forma (US$) |
Actual (US$) |
Pro-forma (US$) |
||||
Earnings from operations |
$127.7 |
$127.7 |
$27.2 |
$27.2 |
|||
Finance / interest costs (7) |
$3.1 |
$10.3 |
$0.5 |
$2.3 |
|||
Earnings before income taxes |
$124.6 |
$117.4 |
$26.7 |
$24.9 |
|||
Income tax expense |
$16.4 |
$16.4 |
$7.0 |
$7.0 |
|||
Net earnings for the period |
$108.2 |
$101.0 |
$19.7 |
$17.9 |
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(7) Assumes interest rate of approximately 2.53% on new borrowings |
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Basic earnings per share: |
$0.61 |
$0.68 |
$0.11 |
$0.13 |
|||
Diluted earnings per share: |
$0.60 |
$0.67 |
$0.11 |
$0.12 |
|||
Shares used in computing per share amounts: |
|||||||
Basic |
178.4 |
148.5 |
172.3 |
142.4 |
|||
Diluted |
180.4 |
150.5 |
174.3 |
144.4 |
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Other Data |
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Ratio of earnings to fixed charges*: |
28x |
11x |
29x |
10x |
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* |
(i) "earnings" means the sum of: (a) pre-tax income from continuing operations and (b) fixed charges; and (ii) "fixed charges" means the sum of: (a) interest expensed; (b) capitalized expenses related to indebtedness and borrowing facilities; and (c) an estimate of the interest within rental expense. Standard and Poor's reaffirmed the corporate credit rating assigned to Celestica after public disclosure of the intended method and amount of financing for the Offer. |
The terms and conditions previously set forth in the Offer Documents remain unchanged and are applicable in all respects, and this press release should be read in conjunction therewith. The Offer Documents are available free of charge on SEDAR.com, on EDGAR at www.sec.gov, and on
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Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements that are not historical facts. Such forward-looking statements are predictive in nature and may be based on current expectations, forecasts or assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially from the forward-looking statements themselves. Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as "believes", "expects", "anticipates", "estimates", "intends", "plans", "continues", "project", "potential", "possible", "contemplate", "seek", or similar expressions, or may employ such future or conditional verbs as "may", "might", "will", "could", "should" or "would", or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in applicable Canadian securities laws. Forward-looking statements are not guarantees of future performance and are subject to risks that could cause actual results to differ materially from conclusions, forecasts or projections expressed in such statements, including, among others, risks related to:
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Contacts: Celestica Global Communications, (416) 448-2200, media@celestica.com; Celestica Investor Relations, (416) 448-2211, clsir@celestica.com