TORONTO, Dec. 4, 2012 /PRNewswire/ - Celestica Inc. (NYSE, TSX: CLS), a global
leader in the delivery of end-to-end product lifecycle solutions, today
announced the preliminary results of its "modified Dutch auction"
substantial issuer bid (the "Offer") to purchase for cancellation up to
US$175,000,000 of its subordinate voting shares ("Shares"), which
expired at 5:00 pm. (Eastern time) on December 3, 2012.
All the terms and conditions of the Offer have been complied with or
waived and, based on a preliminary count by Computershare Investor
Services Inc., as depositary for the Offer (the "Depositary"),
Celestica expects to take up and pay for approximately 22,435,897
Shares at a purchase price of US$7.80 per Share (the "Purchase
Price"). The Shares to be purchased under the Offer represent
approximately 12% of the Shares issued and outstanding prior to giving
effect to the Offer. After giving effect to the Offer, the number of
issued and outstanding Shares is expected to be approximately
163,792,303.
Shareholders of Celestica had the opportunity to tender Shares until
5:00 p.m. (Eastern time) on December 3, 2012, by electing an auction
tender at a price of their choice between US$7.00 and US$8.00 per Share
or, alternatively, by electing a purchase price tender at which they
could sell their Shares at the Purchase Price to be determined by the
Corporation pursuant to the Offer.
Approximately 34,655,806 Shares were properly tendered to the Offer. As
the Offer was oversubscribed, successfully tendering shareholders will
have the number of Shares purchased pro-rated following determination
of the final results of the Offer, except that "odd lot" tenders (of
holders beneficially owning fewer than 100 Shares) will not be subject
to pro-ration. Celestica expects that tendering shareholders subject
to pro-ration will have approximately 90% of their tendered Shares
purchased by Celestica under the Offer.
The number of Shares to be purchased under the Offer, the pro-ration
factor and the Purchase Price are preliminary and are subject to
verification by the Depositary. Celestica expects to be able to
release the final results of the Offer, including the final Purchase
Price and pro-ration factor, on December 7, 2012.
A complete description of the Offer is contained in the offer to
purchase and issuer bid circular dated October 29, 2012 and other
related documents, including any amendments thereto, filed with the
applicable Canadian securities regulatory authorities and the U.S.
Securities and Exchange Commission. The Offer documents are available
on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, and on Celestica's website at www.celestica.com. Payment and settlement of the purchased Shares will be effected to
registered shareholders by the Depositary in accordance with the
Offer. Any Shares tendered and not purchased will be returned to
shareholders promptly by the Depositary.
Scotia Capital Inc. and Scotia Capital (USA) Inc. acted as dealer
managers in connection with the Offer in Canada and the United States,
respectively.
Celestica is authorized to purchase additional Shares from time to time
pursuant to its normal course issuer bid, but under U.S. securities
laws no such additional purchases may be made prior to December 18,
2012.
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 our website at www.celestica.com. Celestica's securities filings can also be accessed at www.sedar.com and www.sec.gov.
Safe Harbor and Fair Disclosure Statement
This news release may contain forward-looking statements related to our
plans, objectives, expectations and intentions, including our
expectations regarding the actual number of Shares to be taken up and
paid for in connection with the Offer, the final Purchase Price, the
pro-ration factor, the number of Shares issued and outstanding after
the bid, the timing of payment and settlement for Shares to be
purchased under the Offer, 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 applicable Canadian securities legislation. Forward-looking
statements are not guarantees of future performance. These statements
are based on our current beliefs or expectations, including without
limitation, our assumptions, beliefs and expectations regarding the
completeness and accuracy of information provided by the Depositary in
respect of the Offer and Celestica's share capital, Celestica's capital
requirements, market and general economic conditions, demand for our
customers' products and the absence of unforeseen legal or regulatory
developments. 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, including our Annual Report on Form 20-F 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.