(All amounts in U.S. dollars)
TORONTO, Oct. 29, 2012 /PRNewswire/ - Celestica Inc. (NYSE, TSX: CLS), a global
leader in the delivery of end-to-end product lifecycle solutions, today
announced the terms of its previously announced substantial issuer bid
(the "Offer"), pursuant to which Celestica will offer to purchase for
cancellation up to 25,000,000 of its subordinate voting shares
("Shares") for an aggregate purchase price not exceeding
US$175,000,000. The Offer will be conducted through a "modified Dutch
auction" within a price range of not less than US$7.00 per Share and not more than US$8.00 per Share (in increments of US$0.10
per Share within that range). We intend to fund any purchases of
Shares pursuant to the Offer from available cash on hand and from cash
drawn on our existing revolving credit facility.
The "modified Dutch auction" tender process allows shareholders to
individually select the price, within the specified range, at which
they are willing to sell their Shares. When the Offer expires, we will
select the lowest purchase price that will allow us to purchase the
maximum number of Shares properly tendered to the Offer, and not
withdrawn, having an aggregate purchase price not exceeding
US$175,000,000. If Shares with an aggregate purchase price of more
than US$175,000,000 are properly tendered and not withdrawn, we will
purchase the Shares on a pro rata basis except that "odd lot" tenders (of holders beneficially owning
fewer than 100 Shares) will not be subject to pro-ration. The Offer
will not be conditional on any minimum number of Shares being tendered
to the Offer, but will be subject to other conditions customary for a
transaction of this nature. The Offer will remain open for acceptance
until 5 p.m. Eastern time on December 3, 2012, unless withdrawn or extended by Celestica.
We plan to mail the formal Offer to Purchase, Issuer Bid Circular and
other related documents containing the terms and conditions of the
Offer, instructions for tendering Shares, and the factors considered by
Celestica and the Board in making its decision to approve the Offer,
among other things, on or about October 29, 2012. These documents will
be filed with the applicable Canadian provincial and territorial
securities commissions and the U.S. Securities and Exchange Commission
and will be available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, and on Celestica's website at www.celestica.com. Shareholders should carefully read the Offer to Purchase, Issuer Bid
Circular and other related documents prior to making a decision with
respect to the Offer.
The Celestica Board has authorized the making of the Offer. Neither
Celestica nor its Board makes any recommendation to shareholders as to
whether to tender or refrain from tendering their Shares to the Offer.
Shareholders are urged to consult their own financial, tax and legal
advisors and to make their own decisions whether to tender or to
refrain from tendering their Shares to the Offer and, if so, how many
Shares to tender and at what price or prices.
Scotia Capital Inc. and Scotia Capital (USA) Inc. have been retained by
Celestica to act as dealer managers in connection with the Offer in
Canada and the United States, respectively. Any questions or requests
for information may be directed to Computershare Investor Services
Inc., as the depositary for the Offer, at 1-800-564-6253 (Toll Free -
North America) or 1-514-982-7555 (Overseas).
About Celestica
Celestica is dedicated to delivering end-to-end product lifecycle
solutions to drive our customers' success. Through our simplified
global operations network and information technology platform, we are
solid partners who deliver informed, flexible solutions that enable our
customers to succeed in the markets they serve. Committed to providing
a truly differentiated customer experience, our agile and adaptive
employees share a proud history of demonstrated expertise and
creativity that provides our customers with the ability to overcome any
challenge. For further information on Celestica, visit its website at www.celestica.com. Celestica's security filings can also be accessed at www.sedar.com and www.sec.gov.
The substantial issuer bid (tender offer) referred to in this press
release has not yet commenced. This press release is neither an offer
to purchase nor a solicitation of an offer to sell any Shares of
Celestica. The solicitation and the offer to buy Shares of Celestica
will be made pursuant to the Offer to Purchase, Issuer Bid Circular,
Letter of Transmittal, Notice of Guaranteed Delivery and related
materials that Celestica will file with the Canadian provincial and
territorial securities commissions and the U.S. Securities and Exchange
Commission and will distribute to its shareholders; copies will be
available free from Celestica or at www.sedar.com or www.sec.gov. These documents will contain important information about the
substantial issuer bid and shareholders of Celestica are urged to read
them carefully when they become available.
Safe Harbor and Fair Disclosure Statement
This news release contains forward-looking statements related to our
plans, objectives, expectations and intentions, including our
expectations regarding the launch, terms and expiry date of the Offer,
that we intend to fund any purchases of Shares pursuant to the Offer
from a combination of available cash on hand and cash drawn from our
existing revolving credit facility, the intended mailing date of the
Offer materials, and other statements contained in this release 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", or similar expressions, or may employ such future
or conditional verbs as "may", "will", "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 the U.S. Private Securities Litigation Reform Act of 1995, and in
applicable Canadian securities legislation. Forward-looking statements
are not guarantees of future performance. These statements are based
on our current beliefs or expectations, including, our assumptions,
beliefs and expectations regarding Celestica's future capital
requirements, market and general economic conditions, and its ability
to obtain regulatory approvals. These statements are inherently
subject to significant risks, uncertainties and changes in
circumstances, many of which are beyond the control of Celestica. Our
actual results may differ materially from those expressed or implied by
such forward-looking statements, including as a result of changes in
global, political, economic, business, competitive, market and
regulatory factors. These and other risks and uncertainties, as well
as other information related to Celestica, are discussed in our various
public filings at www.sedar.com and www.sec.gov, including our Annual Report on Form 20-F and subsequent reports on
Form 6-K filed with the U.S. Securities and Exchange Commission and our
Annual Information Form filed with the Canadian securities regulators.
Forward-looking statements are provided for the purpose of providing
information about management's current expectations and plans relating
to the future. Readers are cautioned that such information may not be
appropriate for other purposes. Except as required by applicable law,
we disclaim any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
SOURCE Celestica Inc.