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=============================================================================== FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2001 ----------------------------------------------- CELESTICA INC. (TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH) ----------------------------------------------- 12 CONCORDE PLACE TORONTO, ONTARIO CANADA, M3C 3R8 (416) 448-5800 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F X Form 40-F ----- ----- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X ----- ----- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____________ =============================================================================== CELESTICA INC. FORM 6-K MONTH OF JUNE 2001 Filed with this Form 6-K are the following: o Press release dated May 31, 2001 announcing an agreement to acquire all of the outstanding shares of Primetech Electronics Inc., the text of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference o Press release dated May 31, 2001 announcing that Celestica has entered into a strategic agreement with Sagem SA, the text of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference EXHIBITS 99.1 - Press release dated May 31, 2001 concerning Primetech Electronics Inc. 99.2 - Press release dated May 31, 2001 concerning Sagem SA 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CELESTICA INC. Date: June 4, 2001 By: /s/ Elizabeth DelBianco ----------------------------------------- Name: Elizabeth DelBianco Title: Vice President & General Counsel 2 EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Press Release dated May 31, 2001 concerning Primetech Electronics Inc. 99.2 Press Release dated May 31, 2001 concerning Sagem SA 3
Exhibit 99.1 CELESTICA TO ACQUIRE PRIMETECH TORONTO, ON and KIRKLAND, QC, May 31 /CNW/ - Celestica Inc. (NYSE, TSE: CLS), a world leader in electronics manufacturing services (EMS), today announced that it has entered into an agreement with Primetech Electronics Inc. (TSE: PME) that provides for the acquisition by Celestica of all of the outstanding shares of Primetech, an electronics manufacturing services provider based in Kirkland, Quebec. Under the transaction, each outstanding common share of Primetech will be exchanged for 0.22 subordinate voting shares of Celestica. The share exchange ratio will be adjusted to ensure that the value of the consideration received for each Primetech common share (based on the 20-day volume weighted average trading price of the subordinate voting shares of Celestica determined five business days prior to the completion of the transaction) will be not less than Cdn.$15 and not more than Cdn.$20. Primetech has approximately 15.5 million shares outstanding. The total transaction value, including consideration for shares, stock options and assumption of debt, is approximately Cdn.$265 million. The transaction, which has been approved by the boards of directors of Primetech and Celestica, is subject to Primetech shareholder and court approvals. Certain shareholders of Primetech, including John McAllister and the estate of Tim Casey, who collectively own in aggregate approximately 62% of the outstanding shares of Primetech, have entered into agreements to vote their shares in favour of the transaction, which will be effected through a plan of arrangement. The board of directors of Primetech has received an opinion from CIBC World Markets Inc. to the effect that the consideration to be received pursuant to the transaction is fair from a financial point of view, to the holders of common shares of Primetech. "The acquisition of Primetech provides Celestica with additional high complexity manufacturing capability and also expands its global customer base," said Eugene Polistuk, chairman and CEO, Celestica. "Furthermore, Primetech is an established company with a highly capable and experienced management team. This team will add to Celestica's overall management strength." "This agreement is in the best interests of Primetech's shareholders, customers and employees. Primetech customers will have access to a leading, global EMS company with tremendous depth and breadth of technical skills and capabilities," said John McAllister, president and CEO, Primetech. "The management team and I are very excited to join Celestica and we fully support the transaction. We share Celestica's vision and commitment to building a global leader in the industry, competitively differentiated through quality, technology and supply chain excellence. This will enable us to provide our customers with enhanced global manufacturing solutions." About Celestica --------------- Celestica is a world leader in electronics manufacturing services (EMS) for industry leading original equipment manufacturers (OEMs), primarily in the computer and communications sectors. With facilities in North America, Europe, Asia and Latin America, Celestica provides a broad range of services including design, prototyping, assembly, testing, product assurance, supply chain management, worldwide distribution and after-sales service. For further information on Celestica, visit its website at HTTP://WWW.CELESTICA.COM. The company's security filings can also be accessed at HTTP://WWW.SEDAR.COM and HTTP://WWW.SEC.GOV About Primetech --------------- Primetech provides electronics manufacturing services (EMS) to original equipment manufacturers (OEMs) in the computer and telecommunications industries. Primetech provides services including design, prototyping, product manufacturing, sub-system and full-system integration, testing and distribution. It also offers new product introduction (NPI) processes and advanced materials management. Celestica Safe Harbour and Fair Disclosure Statement ---------------------------------------------------- Statements contained in this press release which are not historical facts are forward-looking statements which involve risk and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. Among the key factors that could cause such differences are: the level of overall growth in the electronics manufacturing services (EMS) industry: variability of operating results among periods; dependence on the computer and communications industries; dependence on a limited number of customers; and the ability to manage expansion, consolidation and the integration of acquired businesses. These and other factors are discussed in the Company's various public filings at HTTP://WWW.SEDAR.COM and HTTP://WWW.SEC.GOV In the Company's best judgement, the events noted in this press release on a stand-alone basis are not expected to be material to Celestica's overall financial results. For further information: Celestica Contact: Laurie Flanagan, Corporate Communications, (416) 448-2200, MEDIA@CELESTICA.COM; Primetech Contact: David Brown, Vice President, Finance, (514) 693-1030, DAVID.BROWN@PRIMETECH.CA; To request a free copy of this organization's annual report, please go to WWW.NEWSWIRE.CA and click on reports@cnw.
Exhibit 99.2 CELESTICA ANNOUNCES STRATEGIC AGREEMENT WITH SAGEM SA TORONTO, May 31 /CNW/ - Celestica Inc. (NYSE, TSE: CLS), a world leader in electronics manufacturing services (EMS), today announced that it has entered into a strategic agreement with SAGEM SA (Paris: SAG), a technology group with a business focus on the communications, automotive and defense industries. As part of this arrangement, Celestica has signed an agreement to acquire SAGEM CR s.r.o., a subsidiary of SAGEM SA, which operates in Kladno, Czech Republic. The deal positions Celestica as SAGEM's primary EMS provider and includes a three-year supply agreement worth approximately US$500 million in total revenue over the course of three years associated with the manufacture, repair and related supply chain services for mobile handsets and other communications products. About 850 SAGEM employees at the facility are expected to join Celestica as part of this transaction. Further terms were not disclosed. The deal is expected to close by the end of Q2, 2001, subject to normal closing conditions, including regulatory approvals. "Celestica is very pleased to expand its relationship with a high caliber organization like SAGEM," said Eugene Polistuk, chairman and CEO, Celestica. "In addition to diversifying our revenue base, this acquisition enhances our strategic presence in Central Europe." "SAGEM's agreement with Celestica will ensure that our communications products are delivered to end-markets quickly and with the quality our customers are accustomed to," said Gregoire Olivier, chairman of the executive board and CEO of SAGEM. "By partnering with a world-class EMS provider like Celestica, we will be able to take advantage of substantial supply chain leverage and operational efficiencies that benefit our stakeholders." About SAGEM ----------- SAGEM is an internationally based high-technology group which enjoyed consolidated sales of EUR 4.27 billion in 2000 (60 per cent exports) and which employs 16,000 people. The second largest French group in the field of telecommunications and the third largest European company in electronics for defence and security, SAGEM is also one of the leaders in automotive electronics equipment. SAGEM maintains a presence in more than 20 countries. For further information on SAGEM, visit its website at HTTP://WWW.SAGEM.COM. About Celestica --------------- Celestica is a world leader in electronics manufacturing services (EMS) for industry leading original equipment manufacturers (OEMs), primarily in the computer and communications sectors. With facilities in North America, Europe, Asia and Latin America, Celestica provides a broad range of services including design, prototyping, assembly, testing, product assurance, supply chain management, worldwide distribution and after-sales service. For further information on Celestica, visit its website at HTTP://WWW.CELESTICA.COM. The company's security filings can also be accessed at HTTP://WWW.SEDAR.COM and HTTP://WWW.SEC.GOV.COM. Celestica Safe Harbour and Fair Disclosure Statement Statements contained in this press release which are not historical facts are forward-looking statements which involve risk and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. Among the key factors that could cause such differences are: the level of overall growth in the electronics manufacturing services (EMS) industry: variability of operating results among periods; dependence on the computer and communications industries; dependence on a limited number of customers; and the ability to manage expansion, consolidation and the integration of acquired businesses. These and other factors are discussed in the Company's various public filings at HTTP://WWW.SEDAR.COM and HTTP://WWW.SEC.GOV In the Company's best judgement, the events noted in this press release on a stand-alone basis are not expected to be material to the Company's overall financial results. For further information: Laurie Flanagan, Celestica, Corporate Communications, (416) 448-2200, FLANAGAN@CELESTICA.COM; To request a free copy of this organization's annual report, please go to WWW.NEWSWIRE.CA and click on reports@cnw.
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