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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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CELESTICA INC.
(NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON)
Liquid Yield Option(TM) Notes due 2020 (Zero Coupon -- Subordinated)
(TITLE OF CLASS OF SECURITIES)
15101QAA6
(CUSIP NUMBER OF CLASS OF SECURITIES)
Kaye Scholer LLP
425 Park Avenue
New York, New York
Attention: Managing Attorney's Office
(212) 836-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE FILING PERSON)
----------------
COPIES TO:
Lynn Toby Fisher, Esq. I. Berl Nadler, Esq.
Joel I. Greenberg, Esq. Davies Ward Phillips & Vineberg LLP
Kaye Scholer LLP 1 First Canadian Place, Suite 4400
425 Park Avenue Toronto, Ontario
New York, New York 10022 Canada M5X 1B1
(212) 836-8000 (416) 863-0900
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
U.S.$352,000,000 U.S.$41,431
* Calculated solely for purposes of determining the filing fee. The purchase
price of the Liquid Yield Option(TM) Notes due 2020 (Zero Coupon-
Subordinated), as described herein, is $572.82 per $1,000 principal
amount at maturity. As of June 30, 2005, there was approximately $614.4
million in aggregate principal amount at maturity outstanding, resulting
in an aggregate maximum purchase price of approximately $352.0 million.
The amount of the filing fee is calculated by multiplying the transaction
value by 0.00011770.
/ / Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
/ / Check the appropriate boxes below to designate any transactions to which
the statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/ / going private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
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INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO-I ("Schedule TO-I") is filed by
Celestica Inc., an Ontario, Canada corporation ("Celestica"), and relates to the
offer by Celestica to purchase the Liquid Yield Option(TM) Notes due 2020 (Zero
Coupon-Subordinated) issued by Celestica on August 1, 2000 (the "Securities"),
upon the terms and subject to the conditions set forth in the Indenture (as
defined below), Celestica's notice, dated July 5, 2005 (the "Company Notice"),
the Securities and the related offer materials filed as Exhibits (a)(1)(A) to
(d) to this Schedule TO-I (which Company Notice and related offer materials,
as amended or supplemented from time to time, collectively constitute the
"Option"). The Securities were issued pursuant to an Indenture, dated as of
August 1, 2000, between Celestica and JPMorgan Chase Bank, N.A. (as successor to
The Chase Manhattan Bank), as Trustee ("Trustee") (the "Indenture").
The Option will expire at 5:00 p.m., Eastern Daylight Time, on August 2,
2005. This Schedule TO-I is intended to satisfy the disclosure requirements
of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
ITEMS 1 THROUGH 9.
Celestica is the issuer of the Securities and is offering to purchase all
of the Securities if tendered by the holders under the terms and subject to the
conditions set forth in the Indenture, Company Notice, the Securities and the
related offer materials filed as Exhibits (a)(1)(A) to (d). The Securities
are convertible into subordinate voting shares of Celestica. Celestica maintains
its registered and principal executive offices at 1150 Eglinton Avenue East,
Toronto, Ontario, Canada M3C 1H7 and its telephone number is (416) 448-5800. As
permitted by General Instruction F to Schedule TO, all of the information set
forth in the Option is incorporated by reference into this Schedule TO-I.
ITEM 10. FINANCIAL STATEMENTS.
(a) Celestica believes that its financial condition is not material to a
holder's decision whether to put the Securities to Celestica because the
consideration being paid to holders surrendering Securities consists solely of
cash, the Option is not subject to any financing conditions, the Option applies
to all outstanding Securities and Celestica is a public reporting company that
files reports electronically on EDGAR. The financial condition and results of
operations of Celestica and its subsidiaries are reported electronically on
EDGAR on a consolidated basis.
(b) Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) Not applicable.
ITEM 12. EXHIBITS.
(a)(1)(A) Company Notice to Holders of Celestica Inc. Liquid Yield
Option(TM)Notes due 2020 (Zero Coupon-Subordinated), dated July 5, 2005.
(a)(1)(B) Form of Purchase Notice, dated July 5, 2005.
(a)(1)(C) Form of Notice of Withdrawal, dated July 5, 2005.
1
(a)(1)(D) Form W-9.
(a)(5)(A) Press Release issued by Celestica Inc. on July 5, 2005.
(a)(5)(B) Summary Advertisement
(b) Not applicable.
(d) Indenture, dated as of August 1, 2000, between Celestica Inc. and
JPMorgan Chase Bank, N.A. (as successor to The Chase Manhattan Bank),
incorporated by reference to Exhibit 4.1 to Celestica's Registration Statement
on Form F-3 (File No. 333-12272), as filed with the Securities and Exchange
Commission on July 24, 2000.
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
(a) Not applicable.
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: July 5, 2005 CELESTICA INC.
By: /s/ Elizabeth L. DelBianco
----------------------------
Elizabeth L. DelBianco
Chief Legal Officer
3
EXHIBIT INDEX
(a)(1)(A) Company Notice to Holders of Celestica Inc. Liquid Yield
Option(TM)Notes due 2020 (Zero Coupon-Subordinated), dated July 5, 2005.
(a)(1)(B) Form of Purchase Notice, dated July 5, 2005.
(a)(1)(C) Form of Notice of Withdrawal, dated July 5, 2005.
(a)(1)(D) Form W-9.
(a)(5)(A) Press Release issued by Celestica Inc. on July 5, 2005.
(a)(5)(B) Summary Advertisement
(b) Not applicable.
(d) Indenture, dated as of August 1, 2000, between Celestica Inc. and
JPMorgan Chase Bank, N.A. (as successor to The Chase Manhattan Bank),
incorporated by reference to Exhibit 4.1 to Celestica's Registration Statement
on Form F-3 (File No. 333-12272), as filed with the Securities and Exchange
Commission on July 24, 2000.
(g) Not applicable.
(h) Not applicable.
Exhibit (a)(1)(A)
COMPANY NOTICE
TO HOLDERS OF CELESTICA INC.
LIQUID YIELD OPTION(TM) NOTES DUE 2020
(ZERO COUPON-SUBORDINATED)
CUSIP Numbers: 15101QAA6
-------------------------------------------------
* No representation is made with respect to the accuracy of the CUSIP number as
printed on the Securities or as contained herein.
NOTICE IS HEREBY GIVEN pursuant to the terms and conditions of the
Indenture, dated as of August 1, 2000 (the "Indenture"), between Celestica Inc.,
an Ontario, Canada corporation ("Celestica"), and JPMorgan Chase Bank, N.A. (as
successor to The Chase Manhattan Bank), a national banking association organized
and existing under the laws of the United States of America, as Trustee (which
we refer to herein as the "Depositary"), relating to the Liquid Yield Option(TM)
Notes due 2020 (Zero Coupon-Subordinated) of Celestica (the "Securities"), that
at the option of the holder thereof (the "Holder"), the Securities will be
purchased by Celestica for $572.82 per $1,000 principal amount at maturity of
the Securities (the "Purchase Price"), subject to the terms and conditions of
the Indenture, the Securities and this Company Notice and related offer
materials, as amended and supplemented from time to time (the "Option"). Holders
may surrender their Securities from July 5, 2005, through 5:00 p.m., Eastern
Daylight Time, on August 2, 2005. This Company Notice is being given pursuant
to the provisions of the Indenture. All capitalized terms used but not
specifically defined herein shall have the meanings given to such terms in
the Indenture.
TO EXERCISE YOUR OPTION TO HAVE CELESTICA PURCHASE THE SECURITIES AND
RECEIVE PAYMENT OF $572.82 PER $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE
SECURITIES ("$1,000 PRINCIPAL AMOUNT"), YOU MUST VALIDLY SURRENDER THE
SECURITIES AND DELIVER THE ENCLOSED PURCHASE NOTICE TO THE DEPOSITARY (AND
NOT HAVE WITHDRAWN SUCH SURRENDERED SECURITIES AND PURCHASE NOTICE), PRIOR TO
5:00 P.M., EASTERN DAYLIGHT TIME, ON TUESDAY, AUGUST 2, 2005 (THE "PURCHASE
DATE"). SECURITIES SURRENDERED FOR PURCHASE MAY BE WITHDRAWN AT ANY TIME
PRIOR TO 5:00 P.M., EASTERN DAYLIGHT TIME, ON TUESDAY, AUGUST 2, 2005. THE
RIGHT OF HOLDERS TO SURRENDER SECURITIES FOR PURCHASE IN THE OPTION EXPIRES
AT 5:00 P.M., EASTERN DAYLIGHT TIME, ON TUESDAY, AUGUST 2, 2005. HOLDERS THAT
SURRENDER THROUGH THE DEPOSITORY TRUST COMPANY ("DTC") NEED NOT SUBMIT A
PHYSICAL PURCHASE NOTICE TO THE DEPOSITARY IF SUCH HOLDERS COMPLY WITH THE
TRANSMITTAL PROCEDURES OF DTC.
The addresses for the Depositary are as follows:
BY FACSIMILE TRANSMISSION CERTIFIED: IF BY OVERNIGHT COURIER OR HAND: IF BY REGISTERED OR CERTIFIED MAIL:
JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A.
(214) 468-6494 ITS Bond Events ITS Bond Events
(For Eligible Institutions Only) 2001 Bryan Street, 9th Fl PO Box 2320
Attention: Frank Ivins Dallas, Texas 75201 Dallas, Texas 75221
Copies of this Company Notice may be obtained from the Depositary at its
addresses set forth above.
The date of this Company Notice is July 5, 2005.
TABLE OF CONTENTS
SUMMARY TERM SHEET...................................................................S-1
Who is offering to purchase my Securities?...........................................S-1
What securities are you seeking to purchase? ........................................S-1
How much are you offering to pay and what is the form of payment? ...................S-1
How can I determine the market value of the Securities? .............................S-1
Why are you making the offer? .......................................................S-1
What does the board of directors for Celestica think of the Option? .................S-1
When does the Option expire? ........................................................S-2
What are the conditions to the purchase by Celestica of the Securities? .............S-2
How do I surrender my Securities? ...................................................S-2
If I surrender my Securities, when will I receive payment for my Securities? ........S-2
Until what time can I withdraw previously surrendered Securities? ...................S-2
How do I withdraw previously surrendered Securities? ................................S-3
Do I need to do anything if I do not wish to surrender my Securities for purchase? ..S-3
If I choose to surrender my Securities for purchase, do I have to surrender
all of my Securities? ...............................................................S-3
If I do not surrender my Securities for purchase, will I continue to be able to
exercise my conversion rights? ......................................................S-3
If I am a U.S. resident for U.S. federal income tax purposes, will I have to
pay taxes if I surrender my Securities for purchase in the Option? ..................S-3
Who is the Depositary? ..............................................................S-3
Who can I talk to if I have questions surrendering the Securities? ..................S-3
IMPORTANT INFORMATION CONCERNING THE OPTION............................................1
1. Information Concerning Celestica.................................................1
2. Information Concerning the Securities.
2.1. Celestica's Obligation to Purchase the Securities. ....................1
2.2. Purchase Price. .......................................................1
2.3. Conversion Rights of the Securities. ..................................2
2.4. Market for the Securities. ............................................2
2.5. Redemption. ...........................................................3
2.6. Ranking. ..............................................................3
3. Procedures to Be Followed by Holders Electing to Surrender Securities for
Purchase.
3.1. Method of Delivery. ...................................................3
3.2. Purchase Notice. ......................................................3
3.3. Delivery of Securities. ...............................................4
4. Right of Withdrawal. ............................................................4
5. Payment for Surrendered Securities. .............................................5
6. Securities Acquired. ............................................................5
7. Plans or Proposals of Celestica. ................................................5
8. Interests of Directors, Executive Officers and Affiliates of Celestica
in the Securities. .........................................................6
9. Purchases of Securities by Celestica and Its Affiliates. ........................6
10. Material United States Federal Income Tax Considerations. ......................6
11. Additional Information. ........................................................9
12. No Solicitations. .............................................................11
13. Definitions. ..................................................................11
14. Conflicts. ....................................................................11
ANNEX A Board of Directors and Senior Management
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS COMPANY NOTICE AND
ACCOMPANYING PURCHASE NOTICE AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS COMPANY
NOTICE AND ACCOMPANYING PURCHASE NOTICE DO NOT CONSTITUTE AN OFFER TO BUY OR THE
SOLICITATION OF AN OFFER TO SELL SECURITIES IN ANY CIRCUMSTANCES OR JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. THE DELIVERY OF THIS COMPANY
NOTICE SHALL NOT, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CURRENT AS OF ANY TIME SUBSEQUENT TO THE DATE OF
SUCH INFORMATION. NONE OF CELESTICA OR ITS BOARD OF DIRECTORS OR EMPLOYEES ARE
MAKING ANY REPRESENTATION OR RECOMMENDATION TO ANY HOLDER AS TO WHETHER OR NOT
TO SURRENDER SUCH HOLDER'S SECURITIES. YOU SHOULD CONSULT YOUR OWN FINANCIAL AND
TAX ADVISORS AND MUST MAKE YOUR OWN DECISION AS TO WHETHER TO SURRENDER YOUR
SECURITIES FOR PURCHASE AND, IF SO, THE AMOUNT OF SECURITIES TO SURRENDER.
THIS OFFER TO PURCHASE SPECIFIED SECURITIES HAS NOT BEEN APPROVED OR DISAPPROVED
BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR FOREIGN
SECURITIES COMMISSION, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE OR FOREIGN SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE
SPECIFIED SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SUMMARY TERM SHEET
THE FOLLOWING ARE ANSWERS TO SOME OF THE QUESTIONS THAT YOU MAY HAVE ABOUT
THE OPTION. TO UNDERSTAND THE OPTION FULLY AND FOR A MORE COMPLETE DESCRIPTION
OF THE TERMS OF THE OPTION, WE URGE YOU TO READ CAREFULLY THE REMAINDER OF THIS
COMPANY NOTICE AND THE ACCOMPANYING PURCHASE NOTICE BECAUSE THE INFORMATION IN
THIS SUMMARY IS NOT COMPLETE AND THOSE DOCUMENTS CONTAIN ADDITIONAL IMPORTANT
INFORMATION. WE HAVE INCLUDED SECTION REFERENCES TO DIRECT YOU TO A MORE
COMPLETE DESCRIPTION OF THE TOPICS IN THIS SUMMARY.
WHO IS OFFERING TO PURCHASE MY SECURITIES?
Celestica Inc., an Ontario, Canada corporation ("Celestica"), is offering
to purchase your validly surrendered Liquid Yield Option(TM) Notes due 2020
(Zero Coupon-Subordinated) (the "Securities"). (Section 1)
WHAT SECURITIES ARE YOU SEEKING TO PURCHASE?
We are offering to purchase all of the Securities surrendered, at the
option of the holder thereof (the "Holder"). As of June 30, 2005, there was
approximately $614.4 million aggregate principal amount at maturity of
Securities outstanding. The Securities were issued under an Indenture, dated as
of August 1, 2000 (the "Indenture"), between Celestica and JPMorgan Chase Bank,
N.A. (as successor to The Chase Manhattan Bank), a national banking association
organized and existing under the laws of the United States of America, as
Trustee (which we refer to herein as the "Depositary"). (Section 2.1)
HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?
Pursuant to the terms of the Indenture, we will pay, in cash, a purchase
price of $572.82 per $1,000 principal amount at maturity of the Securities (the
"Purchase Price") with respect to any and all Securities validly surrendered for
purchase and not withdrawn. (Section 2.2)
HOW CAN I DETERMINE THE MARKET VALUE OF THE SECURITIES?
The Securities are listed on the NYSE under the symbol "CLS 20". On June
30, 2005, the last reported sales price of the Securities on the NYSE,
expressed as a percentage of the principal amount at maturity, was 56-1/8%.
(Section 2.4)
WHY ARE YOU MAKING THE OFFER?
Celestica is required to make the offer pursuant to the terms of the
Securities and the Indenture. (Section 2.1)
WHAT DOES THE BOARD OF DIRECTORS FOR CELESTICA THINK OF THE OPTION?
Although the board of directors for Celestica has approved the terms of the
Option included in the Indenture, the board of directors for Celestica has not
made any recommendation as to whether you should surrender your Securities for
purchase pursuant to the Option. You must make your own decision whether to
surrender your Securities for purchase in the offer and, if so, the amount of
Securities to surrender. (Section 2.2)
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Liquid Yield Option is a trademark of Merrill Lynch & Co., Inc.
S-1
WHEN DOES THE OPTION EXPIRE?
The Option expires at 5:00 p.m., Eastern Daylight Time, on August 2,
2005. Celestica will not extend the period Holders have to accept the Option
unless required to do so by the United States federal securities laws. Celestica
is generally required to extend the offering period for any material change,
including the waiver of a material condition, so that at least five business
days remain in the offering period after the change. (Section 2.1)
The only conditions for Holders to accept the Options are to deliver the
Purchase Notice and the Securities. These conditions must be satisfied or waived
prior to 5:00 p.m., Eastern Daylight Time, on August 2, 2005. (Section 3)
WHAT ARE THE CONDITIONS TO THE PURCHASE BY CELESTICA OF THE SECURITIES?
The purchase by Celestica of validly surrendered Securities is not subject
to any conditions other than such purchase being lawful and there is not a
then continuing Event of Default (as defined in the Indenture) (other than a
default in the payment of the Purchase Price). (Section 2.1)
HOW DO I SURRENDER MY SECURITIES?
To surrender your Securities for purchase pursuant to the Option, you must
deliver the required documents to the Depositary no later than 5:00 p.m.,
Eastern Daylight Time, on August 2, 2005.
HOLDERS THAT SURRENDER THROUGH THE DEPOSITORY TRUST COMPANY ("DTC") NEED NOT
SUBMIT A PHYSICAL PURCHASE NOTICE TO THE DEPOSITARY IF SUCH HOLDERS COMPLY WITH
THE TRANSMITTAL PROCEDURES OF DTC.
- A Holder whose Securities are held in certificated form must properly
complete and execute the Purchase Notice, and deliver such notice to the
Depositary, with any other required documents and the certificates representing
the Securities to be surrendered for purchase, on or before 5:00 p.m., Eastern
Daylight Time, on the Purchase Date.
- A Holder whose Securities are held by a broker, dealer, commercial
bank, trust company or other nominee must contact such nominee if such Holder
desires to surrender the Holder's Securities and instruct such nominee to
surrender the Securities on the Holder's behalf.
- A Holder which is a DTC participant may elect to surrender its
Securities by delivering to the Depositary's account at DTC through DTC's
book-entry system the Holder's beneficial interest in the Securities on or
before 5:00 p.m., Eastern Daylight Time, on the Purchase Date.
- Holders who are DTC participants should surrender their Securities
electronically through DTC's Automated Tenders over the Participant Terminal
System, subject to the terms and procedures of that system, on or before
5:00 p.m., Eastern Daylight Time, on the Purchase Date. (Section 3)
IF I SURRENDER MY SECURITIES, WHEN WILL I RECEIVE PAYMENT FOR MY SECURITIES?
We will accept for payment all validly surrendered Securities promptly upon
expiration of the Option. We will forward to the Depositary, prior to 10:00
a.m., Eastern Daylight Time, on August 3, 2005, the appropriate amount of
cash required to pay the Purchase Price for the surrendered Securities, and
the Depositary will promptly distribute the cash to the Holders. (Section 5)
UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY SURRENDERED SECURITIES?
You can withdraw Securities previously surrendered for purchase at any time
until 5:00 p.m., Eastern Daylight Time, on August 2, 2005. Securities not
accepted for payment after the expiration of 40 business days from the
commencement of the offer to purchase the Securities may be withdrawn.
(Section 4)
HOW DO I WITHDRAW PREVIOUSLY SURRENDERED SECURITIES?
S-2
To withdraw previously surrendered Securities, you must deliver an executed
written notice of withdrawal substantially in the form attached, or a facsimile
of one, to the Depositary prior to 5:00 p.m., Eastern Daylight Time, on
August 2, 2005.
HOLDERS THAT WITHDRAW THROUGH DTC NEED NOT SUBMIT A PHYSICAL NOTICE OF
WITHDRAWAL TO THE DEPOSITARY IF SUCH HOLDERS COMPLY WITH THE WITHDRAWAL
PROCEDURES OF DTC. (Section 4)
DO I NEED TO DO ANYTHING IF I DO NOT WISH TO SURRENDER MY SECURITIES FOR
PURCHASE?
No. If you do not deliver a properly completed and duly executed Purchase
Notice before the expiration of the Option, we will not purchase your Securities
and such Securities will remain outstanding subject to their existing terms.
(Section 3)
IF I CHOOSE TO SURRENDER MY SECURITIES FOR PURCHASE, DO I HAVE TO SURRENDER ALL
OF MY SECURITIES?
No. You may surrender all of your Securities, a portion of your Securities
or none of your Securities for purchase. If you wish to surrender a portion of
your Securities for purchase, however, you must surrender your Securities in a
principal amount at maturity of $1,000 (a "$1,000 principal amount") or an
integral multiple thereof. (Section 3)
IF I DO NOT SURRENDER MY SECURITIES FOR PURCHASE, WILL I CONTINUE TO BE ABLE TO
EXERCISE MY CONVERSION RIGHTS?
Yes. If you do not surrender your Securities for purchase, your conversion
rights will not be affected. You will continue to have the right to convert each
$1,000 principal amount of a Security into 5.6748 shares of subordinate voting
shares of Celestica, subject to the terms, conditions and adjustments specified
in the Indenture. (Section 2.3)
IF I AM A U.S. RESIDENT FOR U.S. FEDERAL INCOME TAX PURPOSES, WILL I HAVE TO PAY
TAXES IF I SURRENDER MY SECURITIES FOR PURCHASE IN THE OPTION?
The receipt of cash in exchange for Securities pursuant to the Option will
be a taxable transaction for U.S. federal income tax purposes and you may
recognize gain, income, loss or deduction. You should consult with your own tax
advisor regarding the actual tax consequences to you. (Section 10)
WHO IS THE DEPOSITARY?
JPMorgan Chase Bank, N.A., the Trustee for the Securities, is serving as
Depositary in connection with the Option. Its address is set forth on the
front cover page of this Company Notice. (Section 2)
WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT SURRENDERING THE SECURITIES?
Questions and requests for assistance in connection with the surrender of
Securities for purchase in this Option may be directed to JPMorgan Chase Bank,
N.A. at (800) 275-2048.
S-3
IMPORTANT INFORMATION CONCERNING THE OPTION
1. INFORMATION CONCERNING CELESTICA. Celestica Inc., an Ontario, Canada
corporation ("Celestica", "we", "us" or "our"), is offering to purchase its
Liquid Yield Option(TM) Notes due 2020 (Zero Coupon-Subordinated) (the
"Securities").
We are a world leader in the delivery of innovative electronics
manufacturing services. We operate a highly sophisticated global manufacturing
network with operations in Asia, Europe and the Americas, providing a broad
range of integrated services and solutions to leading original electronics
manufacturers. Celestica's expertise in quality, technology and supply chain
management, and leadership in the global deployment of Lean manufacturing
principles, enables us to provide competitive advantage to our customers by
improving time-to-market, scalability and manufacturing efficiency.
We were incorporated in Ontario, Canada under the name Celestica
International Holdings Inc. on September 27, 1996. Our legal name and commercial
name is Celestica Inc. We are a corporation domiciled in the Province of
Ontario, Canada and operate under the Ontario Business Corporations Act. Our
principal executive offices are located at 1150 Eglinton Avenue East, Toronto,
Ontario, Canada M3C 1H7 and our telephone number is (416) 448-5800.
2. INFORMATION CONCERNING THE SECURITIES. The Securities were issued under
an Indenture, dated as of August 1, 2000 (the "Indenture"), between Celestica
and JPMorgan Chase Bank, N.A. (as successor to The Chase Manhattan Bank), a
national banking association organized and existing under the laws of the United
States of America, as Trustee (which we refer to herein as the "Depositary").
The Securities mature on August 1, 2020.
2.1. CELESTICA'S OBLIGATION TO PURCHASE THE SECURITIES. Pursuant to the
terms of the Securities and the Indenture, unless earlier redeemed, Celestica is
obligated to purchase all Securities validly surrendered for purchase and not
withdrawn, at the Holder's option, on August 2, 2005, August 1, 2010 and August
1, 2015. The purchase price per $1,000 principal amount at maturity will be
$572.82 on August 2, 2005, $689.68 on August 1, 2010 and $830.47 on August 1,
2015.
This Option will expire at 5:00 p.m., Eastern Daylight Time, on August
2, 2005 (the "Purchase Date"). Celestica will not extend the period Holders
have to accept the Option unless required to do so by the United States
federal securities laws. Celestica is generally required to extend the
offering period for any material change, including the waiver of a material
condition, so that at least five business days remain in the offering period
after the change. The purchase by Celestica of validly surrendered Securities
is not subject to any conditions other than such purchase being lawful and
there is not a then continuing Event of Default (as defined in the Indenture)
(other than a default in the payment of the Purchase Price).
2.2. PURCHASE PRICE. Pursuant to the Indenture, the purchase price to be
paid by Celestica for the Securities on August 2, 2005 is $572.82 per $1,000
principal amount at maturity of the Securities (the "Purchase Price"). The
Purchase Price will be paid in cash with respect to any and all Securities
validly surrendered for purchase and not withdrawn prior to the Purchase Date.
Securities surrendered for purchase will be accepted only in principal amounts
at maturity equal to $1,000 (the "$1,000 principal amount") or integral
multiples thereof. The Original Issue Discount (as defined in the Indenture)
will cease to accrue on the Purchase Date unless Celestica defaults in making
payment on Securities validly surrendered for purchase and not withdrawn.
The Purchase Price is based solely on the requirements of the Indenture and
the Securities and bears no relationship to the market price of the Securities
or Celestica's subordinate voting shares. Thus, the Purchase Price may be
significantly higher or lower than the current market price of the Securities.
Holders of Securities are urged to obtain the best available information as to
current market prices of the Securities and Celestica's subordinate voting
shares before making a decision whether to surrender their Securities for
purchase.
None of Celestica or its board of directors or employees are making any
recommendation to Holders as to whether to surrender or refrain from
surrendering Securities for purchase pursuant to the Option. Each Holder must
make its own decision whether to surrender its Securities for purchase and,
if so, the principal amount of Securities to surrender based on such Holder's
assessment of current market value of the Securities and Celestica's
subordinate voting shares and other relevant factors.
2.3. CONVERSION RIGHTS OF THE SECURITIES. The Securities are convertible
into Celestica's subordinate voting shares at any time prior to the maturity
date in accordance with and subject to the terms of the Indenture. The
conversion rate of the Securities as of June 30, 2005 is 5.6748 subordinate
voting shares per $1,000 principal amount of the Securities. The conversion
rate may be adjusted for certain reasons, but will not be adjusted for accrued
original issue discount. The Depositary is currently acting as Conversion Agent
for the Securities.
Holders that do not surrender their Securities for purchase pursuant to the
Option will maintain the right to convert their Securities into Celestica's
subordinate voting shares, subject to the terms, conditions and adjustments
specified in the Indenture. Any Securities as to which a Purchase Notice has
been given may be converted in accordance with the terms of the Indenture only
if the applicable Purchase Notice has been validly withdrawn prior to 5:00 p.m.,
Eastern Daylight Time, on the Purchase Date, as described in Section 4 hereto.
2.4. MARKET FOR THE SECURITIES.
The Securities are traded on the NYSE under the symbol "CLS 20." On
June 30, 2005, the last reported sale price of the Securities on the NYSE,
expressed as a percentage of the principal amount at maturity, was
56-1/8% per $1,000 principal amount at maturity. As of June 30, 2005, there was
outstanding $614.4 million aggregate principal amount at maturity of the
Securities. The aggregate Purchase Price is approximately 57.3% of the
aggregate outstanding principal amount at maturity of the Securities. The
following table shows the high and low trading prices of the Securities,
expressed as a percentage of the principal amount at maturity, as reported by
the NYSE for the periods indicated.
NYSE TRADING PRICES
HIGH LOW
---------------------- ---------------------
FISCAL YEAR ENDED DECEMBER 31, 2003
First Quarter 48-5/8% 42-1/4%
Second Quarter 50-1/2% 48-1/8%
Third Quarter 52-1/2% 50-1/8%
Fourth Quarter 52-1/4% 51%
FISCAL YEAR ENDED DECEMBER 31, 2004
First Quarter 53-1/4% N/A
Second Quarter 56-1/8% 53-1/2%
Third Quarter 55% N/A
Fourth Quarter 53% N/A
FISCAL YEAR ENDED DECEMBER 31, 2005
First Quarter 53-7/8% N/A
Second Quarter 56-1/8% N/A
2
WE RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR THE SECURITIES AND
OUR SUBORDINATE VOTING SHARES BEFORE DECIDING WHETHER TO SURRENDER YOUR
SECURITIES PURSUANT TO THE OPTION.
2.5. REDEMPTION. We are required to offer to repurchase the Securities
upon a Delisting Event or a Change of Control (as defined in the Indenture)
on or prior to August 1, 2005. We may pay the repurchase price upon a Change
in Control in cash or subordinate voting shares or any combination thereof
except in certain events. We will pay the repurchase price in cash if there
is a Delisting Event.
The repurchase price, in these events, is equal to the Issue Price
(as defined in the Indenture) plus accrued Original Issue Discount (as
defined in the Indenture) to the date of repurchase.
On or after August 1, 2005, the Securities are redeemable in cash at any
time at the option of Celestica, in whole or in part, at a redemption price
equal to the Issue Price (as defined in the Indenture) plus accrued Original
Issue Discount (as defined in the Indenture and as provided for in the
Securities) to the date of redemption.
2.6. RANKING. The Securities are unsecured and subordinated obligations of
Celestica. The Securities are subordinated in right of payment to all of
Celestica's existing and future senior indebtedness and any other senior
subordinated indebtedness, including the indebtedness under Celestica's amended
and restated credit agreement, the senior subordinated notes due 2011 and the
senior subordinated notes due 2013. The Securities are effectively subordinated
to other liabilities of Celestica's subsidiaries and to Celestica's obligations.
3. PROCEDURES TO BE FOLLOWED BY HOLDERS ELECTING TO SURRENDER SECURITIES
FOR PURCHASE. Holders will not be entitled to receive the Purchase Price for
their Securities unless they validly surrender and do not withdraw the
Securities on or before 5:00 p.m., Eastern Daylight Time, on the Purchase
Date. Only registered Holders are authorized to surrender their Securities
for purchase. Holders may surrender some or all of their Securities; however,
any Securities surrendered must be in $1,000 principal amount or an integral
multiple thereof.
If Holders do not validly surrender their Securities on or before 5:00
p.m., Eastern Daylight Time, on August 2, 2005, their Securities will remain
outstanding subject to the existing terms of the Securities.
3.1. METHOD OF DELIVERY. The method of delivery of Securities, the related
Purchase Notice and all other required documents, including delivery through DTC
and acceptance through DTC's Automatic Tenders over the Participant Terminal
System, is at the election and risk of the person surrendering such
Securities and delivering such Purchase Notice and, except as expressly
otherwise provided in the Purchase Notice, delivery will be deemed made only
when actually received by the Depositary. The date of any postmark or other
indication of when a Security or the Purchase Notice was sent will not be taken
into account in determining whether such materials were timely received. If such
delivery is by mail, it is suggested that Holders use properly insured,
registered mail with return receipt requested, and that Holders mail the
required documents sufficiently in advance of the Purchase Date to permit
delivery to the Depositary prior to 5:00 p.m., Eastern Daylight Time, on
August 2, 2005.
3.2. PURCHASE NOTICE. Pursuant to the Indenture, the Purchase Notice must
contain:
- the certificate number of the Securities being delivered for
purchase;
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- the portion of the principal amount of the Securities which will be
delivered to be purchased, which portion must be in principal amounts of $1,000
at maturity or an integral multiple thereof; and
- a statement that such Securities shall be purchased as of the
Purchase Date pursuant to the terms and conditions specified in the Indenture
and the Securities.
The only conditions for Holders to accept the Option are to deliver the
Purchase Notice and the Securities. These conditions must be satisfied or waived
prior to 5:00 p.m., Eastern Daylight Time, on the Purchase Date.
3.3. DELIVERY OF SECURITIES.
SECURITIES IN CERTIFICATED FORM. To receive the Purchase Price, Holders of
Securities in certificated form must deliver to the Depositary the Securities to
be surrendered for purchase and the accompanying Purchase Notice, or a copy
thereof, on or before 5:00 p.m., Eastern Daylight Time, on the Purchase Date.
SECURITIES HELD THROUGH A CUSTODIAN. A Holder whose Securities are held by
a broker, dealer, commercial bank, trust company or other nominee must contact
such nominee if such Holder desires to surrender the Holder's Securities and
instruct such nominee to surrender the Securities for purchase on the Holder's
behalf.
SECURITIES IN GLOBAL FORM. A Holder who is a DTC participant, may elect to
surrender to Celestica its beneficial interest in the Securities by:
- delivering to the Depositary's account at DTC through DTC's
book-entry system its beneficial interest in the Securities on or prior
to 5:00 p.m., Eastern Daylight Time, on the Purchase Date; and
- electronically transmitting its acceptance through DTC's
Participant Terminal System, subject to the terms and procedures of that
system on or prior to 5:00 p.m., Eastern Daylight Time, on the Purchase Date.
In surrendering through PTS, the electronic instructions sent to DTC by the
Holder, and transmitted by DTC to the Depositary will acknowledge, on behalf
of DTC and the Holder, receipt by the Holder of and agreement to be bound by
the Purchase Notice.
Securities and the Purchase Notice must be delivered to the Depositary to
collect payment. Delivery of documents to DTC or Celestica does not constitute
delivery to the Depositary.
HOLDERS THAT SURRENDER THROUGH DTC NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO
THE DEPOSITARY IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.
4. RIGHT OF WITHDRAWAL. Securities surrendered for purchase may be
withdrawn at any time prior to 5:00 p.m., Eastern Daylight Time, on the
Purchase Date. In order to withdraw Securities, Holders must deliver to the
Depositary written notice, substantially in the form enclosed herewith,
containing:
- the certificate number(s) and principal amount at maturity of the
Securities with respect to which such notice of withdrawal is being submitted;
- the principal amount at maturity, if any, of such Securities which
remain subject to the original Purchase Notice and which have been or will be
delivered for purchase by Celestica; and
- the Holder's signature, in the same manner as the original signature
on the Purchase Notice by which such Securities were surrendered for purchase.
4
The signature on the notice of withdrawal must be guaranteed by an Eligible
Guarantor Institution (as defined in Rule 17Ad-15 of the Exchange Act) unless
such Securities have been surrendered for purchase for the account of an
Eligible Guarantor Institution. Any properly withdrawn Securities will be deemed
not validly surrendered for purposes of the Option. Securities withdrawn from
the Option may be resurrendered by following the surrender procedures described
in Section 3 above. Securities not accepted for payment after the expiration of
40 business days from the commencement of the offer to purchase the Securities
may be withdrawn.
HOLDERS THAT WITHDRAW THROUGH DTC NEED NOT SUBMIT A PHYSICAL NOTICE OF
WITHDRAWAL TO THE DEPOSITARY IF SUCH HOLDERS COMPLY WITH THE WITHDRAWAL
PROCEDURES OF DTC.
5. PAYMENT FOR SURRENDERED SECURITIES. We will forward to the Depositary,
prior to 10:00 a.m., Eastern Daylight Time, on August 3, 2005 the appropriate
amount of cash required to pay the Purchase Price for the surrendered
Securities, and the Depositary will promptly distribute the cash to each
Holder that has validly delivered its Securities and not validly withdrawn
such delivery prior to 5:00 p.m., Eastern Daylight Time, on the Purchase Date.
The total amount of funds required by Celestica to purchase all of the
Securities is approximately $352.0 million (assuming all of the Securities are
validly surrendered for purchase and accepted for payment). In the event any
Securities are surrendered and accepted for payment, Celestica intends to use
cash to purchase the Securities. Celestica does not have an alternative
financing plan at this time.
6. SECURITIES ACQUIRED. Any Securities purchased by Celestica pursuant to
the Option will be cancelled by the Trustee, pursuant to the terms of the
Indenture.
7. PLANS OR PROPOSALS OF CELESTICA. Other than as publicly disclosed or as
described below, Celestica currently has no plans which would be material to a
Holder's decision to surrender Securities for purchase in the Option and which
relate to or which would result in:
- any extraordinary transaction, such as a merger, reorganization or
liquidation, involving Celestica or any of its subsidiaries taken as a whole;
- any purchase, sale or transfer of a material amount of assets of
Celestica or any of its subsidiaries taken as a whole;
- any material change in the present dividend rate or policy, or
indebtedness or capitalization of Celestica;
- any change in the present board of directors or management of
Celestica, including, but not limited to, any plans or proposals to change the
number or the term of directors or to fill any existing vacancies on the board
or to change any material term of the employment contract of any executive
officer (other than Celestica's present search for an additional independent
director0;
- any other material change in the corporate structure or business of
Celestica;
- our subordinate voting shares becoming delisted from the Toronto
Stock Exchange or the New York Stock Exchange or eligible for termination of
registration pursuant to Section 12(g)(4) of the United States Securities
Exchange Act of 1934 as amended (the "Exchange Act");
- the suspension of the obligation of Celestica to file reports under
Section 15(d) of the Exchange Act;
5
- to the best of our knowledge, the acquisition by any person of
dditional securities of Celestica, or the disposition of securities of
Celestica other than pursuant to our plans or acquisitions by us pursuant to
our previously authorized and disclosed stock repurchase program; or
- any changes in the articles of incorporation, bylaws or other
governing instruments of Celestica, or other actions that could impede the
acquisition of control of Celestica.
8. INTERESTS OF DIRECTORS, EXECUTIVE OFFICERS AND AFFILIATES OF CELESTICA
IN THE SECURITIES. Except as otherwise disclosed below, to the knowledge of
Celestica:
- other than the 15,130 Securities (each Security being $1,000
principal amount) owned by Robert Crandall, Chairman of the Board and director
of Celestica, none of Celestica, or its executive officers, directors,
subsidiaries or other affiliates has any beneficial interest in the Securities;
- none of the officers or directors of the subsidiaries of Celestica
has any beneficial interest in the Securities;
- Celestica will not purchase any Securities from any person referred
to in the two preceding paragraphs other than pursuant to the Option; and
- during the 60 days preceding the date of this Company Notice, none
of such officers, directors or affiliates has engaged in any transactions in the
Securities.
A list of the directors and members of senior management of Celestica is
attached to this Company Notice as Annex A.
We have not repurchased Securities during the 60 days preceding the date
of this offer.
Except for (i) this offer, (ii) our offer to our employees to purchase
for cash outstanding options from certain eligible employees, (iii) the
outstanding options to purchase subordinate voting shares and restricted
stock awards granted from time to time to certain of our employees (including
senior management) and non-employee directors under Celestica's various
equity compensation plans, (iv) the warrants we issued in connection with our
acquisition of Manufacturers' Services Limited, (v) outstanding share
purchase price guarantees pursuant to our Employee Share Ownership and Option
Plans, (vi) the terms of Celestica's outstanding securities, and (vii) as
described in Onex Corporation's Schedule 13D, as amended, as filed with the
SEC, none of Celestica or, to its knowledge, any of its affiliates, directors
or executive officers, is a party to any contract, arrangement, understanding
or agreement with any other person relating, directly or indirectly, to the
Option or with respect to any of Celestica's securities, including, but not
limited to, any contract, arrangement, understanding or agreement concerning
the transfer or the voting of the securities, joint ventures, loan or option
arrangements, puts or calls, guarantees of loans, guarantees against loss or
the giving or withholding of proxies, consents or authorizations.
9. PURCHASES OF SECURITIES BY CELESTICA AND ITS AFFILIATES. Each of
Celestica and its affiliates, including their executive officers and directors,
are prohibited under applicable United States federal securities laws from
purchasing Securities (or the right to purchase Securities) other than through
the Option until at least the tenth business day after the Purchase Date.
Following such time, if any Securities remain outstanding, Celestica and its
respective affiliates may purchase Securities in the open market, in private
transactions, through a subsequent tender offer, or otherwise, any of which may
be consummated at purchase prices higher or lower than the Purchase Price. Any
decision to purchase Securities after the Option, if any, will depend upon many
factors, including the market price of the Securities, the amount of Securities
surrendered for purchase pursuant to the Option, the market price of the Common
Stock, the business and financial position of Celestica, and general economic
and market conditions.
10. MATERIAL UNITED STATES TAX CONSIDERATIONS.
6
The following is a summary of the material U.S. federal income tax
considerations relating to the disposition of the Securities pursuant to the
Option, but does not purport to be a complete analysis of all the potential
tax considerations relating to the surrendering of a Security to Celestica.
This summary is based on the United States Internal Revenue Code (the
"Code"), existing and proposed Treasury Regulations, Internal Revenue Service
rulings and judicial decisions now in effect, all of which are subject to
change or differing interpretation, possibly with retroactive effect. Except
as specifically discussed below with regard to non-U.S. Holders, as defined
below, this summary applies only to beneficial owners who hold Securities as
"capital assets" within the meaning of Section 1221 of the Code, and who, for
U.S. federal income tax purposes, are:
1. individual citizens or residents of the United States;
2. corporations, partnerships or other entities created or organized in
or under the laws of the United States or of any political subdivision
thereof unless, in the case of a partnership, Treasury Regulations otherwise
provide;
3. estates, the incomes of which are subject to U.S. federal income
taxation regardless of the source of such income; or
4. trusts that either (i) are subject to the primary supervision of a
U.S. court and the control of one or more U.S. persons, or (ii) have made an
election under applicable Treasury Regulations to be treated as a U.S. person.
We refer to the persons and entities described in (1) through (4) above
as "U.S. Holders." The tax treatment of a partnership that holds Securities
generally will depend on the status of the partners and the activities of the
partnership. Holders that are partnerships should consult their own tax
advisors about the U.S. federal income tax consequences of surrendering a
Security to Celestica. Persons other than U.S. Holders, which we refer to as
"non-U.S. Holders," are subject to special U.S. federal income tax
considerations, some of which are discussed below.
This discussion does not address tax considerations applicable to an
investor's particular circumstances or to investors that may be subject to
special tax rules, such as:
- banks;
- mutual funds;
- regulated investment companies;
- small business investment companies;
- U.S. Holders who, directly or indirectly, own 10 percent or more
of the voting power of Celestica;
- holders subject to the alternative minimum tax;
- tax-exempt organizations;
- insurance companies;
- non-U.S. persons or entities, except to the extent specifically
set forth below;
- U.S. Holders whose functional currency is not the U.S. dollar;
- dealers in securities or currencies, persons that hold Securities
as a position in a hedging transaction, "straddle" or "conversion
transaction" for tax purposes; or
- U.S. expatriates.
We have not sought any ruling from the Internal Revenue Service, or the
IRS, or an opinion of counsel with respect to the statements made and the
conclusions reached in the following summary. We cannot assure you that the
IRS will agree with these statements and conclusions. In addition, the IRS
is not precluded from successfully adopting a contrary position. This
summary does not consider the effect of any applicable non-U.S., state, local
or other jurisdiction.
Investors considering the tendering of a Security to Celestica should
consult with their own tax advisors with respect to the application of the
7
U.S. federal tax laws to their particular situations as well as any tax
consequences arising under the U.S. federal estate or gift tax rules or under
the laws of any state, local or non-U.S. taxing jurisdiction or under any
applicable tax treaty.
U.S. HOLDERS
EXERCISE OF REPURCHASE RIGHTS
If a U.S. Holder elects to exercise its option to tender a Security to
Celestica, a U.S. Holder generally will recognize gain or loss equal to the
difference between (1) the amount of the cash proceeds received, and (2) the
holder's adjusted tax basis in the Security.
A U.S. Holder will have an adjusted tax basis in the Securities that
will generally be equal to the U.S. Holder's purchase price of the Security,
increased by any interest income previously accrued by the U.S. Holder
(including original issue discount), and increased or decreased by the amount
of any positive or negative adjustment, respectively, that a U.S. holder has
made as a result of a purchase of a Security for an amount other than the
adjusted issue price, all as determined under the special regulations
governing debt instruments that have been issued with original issue discount
(the "OID regulations") or acquired at a market discount. Under the OID
regulations, the adjusted issue price is the issue price of a Security is
increased by any interest income that has accrued with respect to the
Security since the issuance of the Security, determined without regard to any
adjustment described above. The issue price of a Security is the first price
at which a substantial amount of the Securities were sold to the public,
excluding bond houses, brokers or similar persons or organizations acting in
the capacity of underwriters, placement agents or wholesalers. Adjustments
are also made to the tax basis under the regulations relating to accrued
market discount.
The OID regulations and the market discount regulations are complicated.
Each Holder should consult a tax advisor regarding the accrual of interest,
any positive and negative adjustments, and the calculation of adjusted tax
basis with respect to each Holder's Securities.
Depending on application of the market discount rules to a particular
U.S. Holder, gain recognized upon the surrender of a Security for cash
generally will be treated as ordinary income (to the extent of any remaining
accrued market discount) and therefore as capital gain. Any loss will be
capital loss. Capital gains and losses will be long-term if a Security is
held for more than one year. The deductibility of net capital losses by
individuals and corporations is subject to limitations.
Income derived from the tender of Securities will be income from sources
outside the United States for foreign tax credit limitation purposes.
Subject to generally applicable limitations, a U.S. Holder may elect to claim
either a deduction or foreign tax credit in computing its U.S. federal income
tax liability for withholding taxes, if any, withheld from amounts paid by us
on the tender of a Security.
SPECIFIED TAX RULES APPLICABLE TO NON-U.S. HOLDERS
In general, subject to the discussion below concerning backup
withholding:
1. Payments on the tender to us of Securities by a beneficial owner
that is a non-U.S. holder will not be subject to U.S. federal income or
withholding tax, unless:
a. the non-U.S. Holder is an individual who is present in the
United States for 183 days or more in the taxable year of disposition, and
certain conditions are met,
b. the income or gain upon such tender is effectively connected
with the conduct by the non-U.S. Holder of a trade or business in the United
States and, if certain U.S. income tax treaties apply, is attributable to a
U.S. permanent establishment or fixed place of business maintained by the
non-U.S. Holder, or
c. the non-U.S. Holder is subject to Internal Revenue Code
provisions applicable to some U.S. expatriates.
If a non-U.S. Holder of a Security is engaged in a trade or business in
the United States and if gain realized on disposition of the Security is
effectively connected with the conduct of the trade or business (and, if
certain tax treaties apply, is attributable to a U.S. permanent establishment
8
or fixed place of business maintained by the non-U.S. Holder in the United
States), the non-U.S. Holder will generally be subject to U.S. federal income
tax on such gain on a net income basis in the same manner as if it were a
U.S. Holder. In addition, if such non-U.S. Holder is a foreign corporation,
it may be subject to a branch profits tax equal to 30%, or any lower rate
provided by an applicable treaty, of its effectively connected earnings and
profits for the taxable year, subject to adjustment.
INFORMATION REPORTING AND BACKUP WITHHOLDING
Under Section 3406 of the Code and applicable Treasury regulations, a
noncorporate U.S. Holder of a Security may be subject to backup withholding
(currently at the rate of 28%) with respect to "reportable payments," which
includes the proceeds of a redemption of a Security. We will be required to
deduct and withhold the prescribed amounts if (i) the U.S. Holder fails to
furnish a Taxpayer Identification Number (TIN) to us in the manner required,
(ii) the IRS notifies us that the TIN furnished by the U.S. Holder is
incorrect, (iii) there has been a "notified payee underreporting" described
in Section 3406(c) of the Code or (iv) there has been a failure of the U.S.
Holder to certify under penalty or perjury that the U.S. Holder is not
subject to withholding under Section 3406(a)(1)(C) of the Code. As a result,
if any one of the events listed above occurs, we will be required to withhold
an amount equal to the then applicable rate of backup withholding from any
payment of proceeds of a redemption of a Security to a noncorporate U.S.
Holder. Amounts paid as backup withholding do not constitute an additional
tax and will be credited against the U.S. Holder's U.S. federal income tax
liability, so long as the required information is timely provided to the IRS.
Pursuant to information reporting requirements under Chapter 61 of the
Code, we will also report to the U.S. Holders of the Securities and to the
IRS the amount of any "reportable payments" and the amount of tax withheld,
if any, with respect to the Securities.
Non-U.S. Holders generally are not subject to information reporting or
backup withholding with respect to proceeds received upon the disposition of
the Securities, provided in some instances that the non-U.S. Holder certifies
to his foreign status or otherwise establishes an exemption.
THE PRECEDING DISCUSSION OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, YOU SHOULD
CONSULT YOUR OWN TAX ADVISOR AS TO PARTICULAR TAX CONSIDERATIONS APPLICABLE TO
YOU OF SURRENDERING A SECURITY TO CELESTICA, INCLUDING THE APPLICABILITY AND
EFFECT OF ANY STATE, LOCAL OR NON-U.S. TAX LAWS, AND OF ANY PROPOSED CHANGES IN
APPLICABLE LAWS.
11. ADDITIONAL INFORMATION.
This Company Notice and the accompanying Purchase Notice are a part of a Tender
Offer Statement on Schedule TO that we have filed with the SEC. This Company
Notice and accompanying Purchase Notice do not contain all of the information
contained in the Schedule TO and the exhibits to the Schedule TO. We recommend
that you review the Schedule TO, including its exhibits, and the following
materials that we have filed with the SEC before making a decision on whether to
surrender your Securities:
(a) our annual report on Form 20-F for the fiscal year ended December 31,
2004, filed with the SEC on March 21, 2005;
(b) our current reports on Form 6-K, furnished to the SEC on March 21,
2005, April 21, 2005, May 4, 2005, and May 17, 2005; and
(c) the description of the subordinate voting shares incorporated into the
Registration Statement on Form 8-A (as filed with the SEC on June 9, 1998)
and any amendment or report filed for the purpose of updating that
description.
These filings, our other annual, quarterly and current reports, our proxy
statements and our other SEC filings may be examined, and copies may be
obtained, at the following SEC public reference room:
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549
You may obtain information on the operation of the public reference room by
calling the SEC at (800) SEC-0330.
Our SEC filings are also available to the public on the SEC's internet site at
http://www.sec.gov.
9
We will also provide, without charge, to each person to whom a copy of this
offer is delivered, upon the written or oral request of any such person, a copy
of any or all of the documents to which we have referred you, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Requests should be directed to:
Celestica Inc.
1150 Eglinton Avenue East
Toronto, Ontario M3C 1H7
Canada
Attention: Investor Relations
or by telephoning 416-448-2211 between the hours of 9:00 A.M. and 5:00 P.M.,
Eastern Daylight Time.
As you read the documents listed in this Item 11, including documents
subsequently filed by us with the SEC under the Securities Exchange Act, you may
find some inconsistencies in information from one document to another. Should
you find inconsistencies among the documents, or between a document and this
Company Notice, you should rely on the statements made in the most recent
document. You should assume that any information in any document is accurate
only as of its date.
The information contained in this Company Notice about Celestica should be read
together with the information contained in the documents to which we have
referred you in this Company Notice.
10
12. NO SOLICITATIONS. Celestica has not employed any persons to make
solicitations or recommendations in connection with the Option.
13. DEFINITIONS. All capitalized terms used but not specifically defined
herein shall have the meanings given to such terms in the Indenture.
14. CONFLICTS. In the event of any conflict between this Company Notice and
the accompanying Purchase Notice on the one hand and the terms of the Indenture
or any applicable laws on the other hand, the terms of the Indenture or
applicable laws, as the case may be, will control.
This Company Notice, the accompanying Purchase Notice and our SEC reports
referred to above include "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential" or "continue" or the negative of
such terms or other comparable terminology. These statements involve known and
unknown risks, uncertainties, and other factors that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. These
factors include, among other things: the challenges of effectively managing our
operations during uncertain economic conditions; the challenge of responding to
lower-than-expected customer demand; the effects of price competition and other
business and competitive factors generally affecting the EMS industry; our
dependence on the information technology and communications industries; our
dependence on a limited number of customers and on industries affected by rapid
technological change; component constraints; variability of operating results
among periods; and the ability to manage our restructuring and the shift of
production to lower cost geographics. These and other risks and uncertainties
and factors are discussed in Celestica's various public filings at
www.sedar.com and http://www.sec.gov, including our Annual Report on Form 20-F
and subsequent reports on Form 6-K filed with the SEC. We undertake no
obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, except as required
by law.
The safe harbor provided in the Private Securities Litigation Reform Act of
1995, by its terms, does not apply to statements made in connection with this
tender offer.
We are not aware of any jurisdiction where the making of this offer is not
in compliance with applicable law. If we become aware of any jurisdiction where
the making of this offer is not in compliance with any valid applicable law, we
will make a good faith effort to comply with such law. If, after such good faith
effort, we cannot comply with such law, this offer will not be made to, nor will
elections to tender be accepted from or on behalf of, the Holders of Securities
residing in such jurisdiction.
None of Celestica or its board of directors or employees are making any
recommendation to any Holder as to whether to surrender or refrain from
surrendering Securities for purchase pursuant to this Company Notice. You should
rely only on the information contained in this document or to which we have
referred you. We have not authorized anyone to give you any information or to
make any representation in connection with this offer other than the information
and representations contained in this document or in the related purchase
notice. If anyone makes any recommendation or representation to you or
gives you any information, you must not rely upon that recommendation,
representation or information as having been authorized by us. Each Holder must
make its own decision whether to surrender its Securities for purchase and, if
so, the principal amount of Securities to surrender based on its own
assessment of current market value and other relevant factors.
Celestica Inc.
July 5, 2005
11
ANNEX A
BOARD OF DIRECTORS AND SENIOR MANAGEMENT
NAME POSITION WITH CELESTICA
- ---- -----------------------
Robert L. Crandall................ Chairman of the Board and Director
William A. Etherington............ Director
Richard S. Love................... Director
Anthony R. Melman................. Director
Gerald W. Schwartz................ Director
Charles W. Szuluk................. Director
Don Tapscott...................... Director
Stephen W. Delaney................ Chief Executive Officer
Craig H. Mulhauser................ President and Executive Vice President Worldwide Sales and Business Development
Anthony P. Puppi.................. Chief Financial Officer
Peter J. Bar...................... Senior Vice President and Corporate Controller
John Boucher...................... Senior Vice President, Chief Supply Chain and Procurement Officer
Arthur P. Cimento................. Senior Vice President, Corporate Strategies
Lisa J. Colnett................... Senior Vice President, Human Resources
Elizabeth L. DelBianco............ Senior Vice President, Chief Legal Officer and Corporate Secretary
Michael Homer..................... President, Americas Operations
Iain S. Kennedy................... Chief Information Officer
Marvin MaGee...................... Executive Vice President, Worldwide Operations
Paul Nicoletti.................... Senior Vice President and Corporate Treasurer
Neo Kia Quek...................... President, Asia
James Rowan....................... President, Europe
Rahul Suri........................ Senior Vice President, Corporate Development
Ronald F. Wichter................. Senior Vice President, Global Manufacturing Service Solutions
Exhibit (a)(1)(B)
PURCHASE NOTICE
TO SURRENDER
CELESTICA INC.
LIQUID YIELD OPTION(TM) NOTES DUE 2020
(ZERO COUPON-SUBORDINATED)
PURSUANT TO THE COMPANY NOTICE DATED JULY 5, 2005
CUSIP Numbers: 15101QAA6*
-------------------------------------------------
* No representation is made with respect to the accuracy of the CUSIP number as
printed on the Securities or as contained herein.
This Purchase Notice relates to the purchase of Liquid Yield Option(TM)
Notes due 2020 (Zero Coupon-Subordinated) (the "Securities") of Celestica
Inc., an Ontario, Canada corporation ("Celestica"), at the option of the
holder thereof, pursuant to the terms and conditions as set forth in the
Company Notice, dated July 5, 2005, and the Indenture, dated as of August 1,
2000, between the Company and JPMorgan Chase Bank, N.A. (as successor to The
Chase Manhattan Bank), as Trustee (the "Depositary").
Your right to surrender your Securities to Celestica for purchase will
expire at 5:00 p.m., Eastern Daylight Time, on Tuesday, August 2, 2005 (the
"Purchase Date"). Holders of Securities (the "Holders") must validly
surrender Securities for purchase (and not have withdrawn such Securities)
prior to 5:00 p.m., Eastern Daylight Time, on August 2, 2005, in order to
receive $572.82 per $1,000 principal amount at maturity of Securities (the
"$1,000 principal amount"). Securities surrendered for purchase may be
withdrawn at any time prior to 5:00 p.m., Eastern Daylight Time, on Tuesday,
August 2, 2005. HOLDERS THAT SURRENDER THROUGH THE DEPOSITORY TRUST COMPANY
("DTC") NEED NOT SUBMIT A PHYSICAL COPY OF THIS PURCHASE NOTICE TO THE
DEPOSITARY IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.
BY FACSIMILE TRANSMISSION CERTIFIED: IF BY OVERNIGHT COURIER OR HAND: IF BY REGISTERED OR CERTIFIED MAIL:
JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A.
(214) 468-6494 ITS Bond Events ITS Bond Events
(For Eligible Institutions Only) 2001 Bryan Street, 9th Floor P.O. Box 2320
Attention: Frank Ivins Dallas, Texas 75201 Dallas, Texas 75221
Attn: Frank Ivins
The instructions accompanying this Purchase Notice should be read carefully
before this Purchase Notice is completed.
This Purchase Notice can be used only if:
- - certificates representing Securities are to be physically delivered with it
to the Depositary, or
- - a surrender of Securities is being made concurrently by book-entry transfer
to the Depositary's account at DTC through the DTC's Automatic Tenders over the
Participant Terminal System, subject to the terms and procedures of that system.
Holders that surrender through DTC need not submit a physical Purchase Notice to
the Depositary if such Holders comply with the transmittal procedures of DTC.
Any beneficial owner whose Securities are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to surrender such Securities should contact such registered holder of the
Securities promptly and instruct such registered holder to surrender on behalf
of the beneficial owner.
Delivery of this Purchase Notice and all other required documents to an
address other than as set forth above does not constitute valid delivery to the
Depositary. Delivery of documents to DTC or Celestica does not constitute
delivery to the Depositary. The method of delivery of all documents, including
certificates representing Securities, is at the risk of the Holder. If delivery
is by mail, registered mail with return receipt requested, properly insured, is
recommended. You must sign this Purchase Notice in the appropriate space
provided therefore, with signature guarantee if required, and complete the Form
W-9 set forth below. See instructions 1, 2 and 12.
Ladies and Gentlemen:
By execution of this Purchase Notice, each signatory hereof (the
"undersigned") represents that the undersigned has received the Company Notice,
dated July 5, 2005 (the "Company Notice"), of Celestica Inc., an Ontario,
Canada corporation ("Celestica"), which provides the notice to the holders (the
"Holders") required pursuant to the Indenture, dated as of August 1, 2000 (the
"Indenture"), between Celestica and JPMorgan Chase Bank, N.A. (as successor to
The Chase Manhattan Bank), a national banking association organized and existing
under the laws of the United States of America, as Trustee (referred to herein
as the "Depositary"). This Purchase Notice relates to Celestica's Liquid
Yield Option(TM) Notes due 2020 (Zero Coupon-Subordinated) (the
"Securities"), and the Holder's right to surrender the Securities for
purchase by Celestica for $572.82 per $1,000 principal amount at maturity of
the Securities (the "Purchase Price"), subject to the terms and conditions of
the Indenture and the Company Notice. Upon the terms and subject to the
conditions set forth herein and the Indenture, and effective upon the
acceptance for payment thereof, the undersigned hereby irrevocably sells,
assigns and transfers all right and title to Celestica in and to the
Securities surrendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Depositary
the true and lawful agent and attorney-in-fact of the undersigned (with full
knowledge that the Depositary also acts as the agent of Celestica) with
respect to such Securities, with full power of substitution (such
power-of-attorney being deemed to be an irrevocable power coupled with an
interest) to (1) present such Securities and all evidences of transfer and
authenticity to, or transfer ownership of, such Securities on the account books
maintained by the Depository Trust Company ("DTC") to, or upon the order of,
Celestica, (2) present such Securities for transfer and cancellation on the
books of the relevant security registrar, and (3) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Securities, all
in accordance with the terms of and conditions to the Company Notice and the
Indenture.
The undersigned hereby represents and warrants that:
(a) the undersigned owns the Securities surrendered hereby as
contemplated by Rule 13e-4 promulgated under the Securities Exchange Act of
1934, as amended, and has full power and authority to validly surrender the
Securities surrendered hereby;
(b) when and to the extent Celestica accepts such Securities for
payment, Celestica will acquire good, marketable and unencumbered title to
them, free and clear of all security interests, liens, charges, encumbrances,
conditional sales agreements or other obligations relating to their surrender
or transfer, and not subject to any adverse claim;
(c) on request, the undersigned will execute and deliver any additional
documents that the Depositary or the Company deems necessary or desirable to
complete the surrender of the Securities surrendered for purchase hereby and
accepted for payment; and
(d) the undersigned agrees to all of the terms of the Company Notice and
this Purchase Notice.
The undersigned understands that surrender of the Securities is not made in
acceptable form until receipt by the Depositary of this Purchase Notice, duly
completed and signed, together with all accompanying evidence of authority in
form satisfactory to Celestica in its sole discretion (which may delegate
power in whole or in part to the Depositary). All questions as to form of
documents, eligibility, validity (including time of receipt) and acceptance for
payment of any surrender of Securities for purchase hereunder will be determined
by Celestica in its sole discretion (which may delegate power in whole or in
part to the Depositary) and such determination shall be final and binding on all
parties.
The undersigned understands that all Securities properly surrendered for
purchase and not withdrawn prior to 5:00 p.m., Eastern Daylight Time, on
Tuesday, August 2, 2005 (the "Purchase Date") will be purchased at the
Purchase Price, in cash, upon the terms and conditions specified in the
Indenture and as set forth in the Company Notice. The undersigned understands
that acceptance of the Securities by Celestica for payment will constitute a
binding agreement between
the undersigned and Celestica upon the terms and subject to the conditions of
the Indenture, the Company Notice and this Purchase Notice.
The check for the aggregate Purchase Price for such of the Securities
surrendered hereby as are purchased will be issued to the order of the
undersigned and mailed to the address indicated in the box entitled "Description
of Securities Being Surrendered for Purchase," unless otherwise indicated in the
boxes entitled "Special Issuance Instructions" or "Special Delivery
Instructions" herein. In the event that the boxes entitled "Special Issuance
Instructions" and/or "Special Delivery Instructions" are completed, the check
will be issued in the name of, and the payment of the aggregate Purchase Price
will be mailed to, the address so indicated.
All authority conferred or agreed to be conferred in this Purchase Notice
shall not be affected by and shall survive the death or incapacity of the
undersigned, and any obligations of the undersigned under this Purchase Notice
shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned.
NOTE: SIGNATURES MUST BE PROVIDED
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
DESCRIPTION OF SECURITIES BEING SURRENDERED FOR PURCHASE
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SECURITIES SURRENDERED FOR PURCHASE
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON (ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
SECURITIES)(1)
SECURITY PRINCIPAL AMOUNT PRINCIPAL AMOUNT
CERTIFICATE REPRESENTED BY SURRENDERED FOR
NUMBER(S)(2) SECURITIES PURCHASE(2)(3)
TOTAL AMOUNT
SURRENDERED FOR
PURCHASE
- --------------------------------------------------------------------------------
(1) Must correspond exactly to the name(s) that appear(s) on the certificate(s)
for the Securities and the Depositary's record of registered holders or, if
surrendered by a DTC participant, exactly as such participant's name(s) and
address(es) appear(s) on the security position listing of DTC.
(2) Need not be completed if Securities are being surrendered for purchase by
book-entry transfer.
(3) If you desire to surrender for purchase less than the entire principal
amount evidenced by the Securities listed above, please indicate in this
column the portion of the principal amount of such Securities that you wish
to surrender for purchase, otherwise, the entire principal amount evidenced
by such Securities will be deemed to have been surrendered for purchase.
METHOD OF DELIVERY
/ / CHECK HERE IF SECURITIES ARE BEING PHYSICALLY DELIVERED HEREWITH.
/ / CHECK HERE IF SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE
TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC, AND COMPLETE THE
FOLLOWING:
Name of Surrendering Institution:
-----------------------------------------------
DTC Account Number:
-----------------------------------------------------------
Contact Person:
---------------------------------------------------------------
Address:
----------------------------------------------------------------------
Telephone (with international dialing code):
-----------------------------------
Facsimile (with international dialing code):
-----------------------------------
Date Surrendered:
-------------------------------------------------------------
Transaction Code Number:
-------------------------------------------------------
SPECIAL ISSUANCE
INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4, 5 AND 6)
To be completed ONLY if Securities not surrendered or not purchased
and/or any check for the aggregate Purchase Price of Securities purchased are to
be issued in the name of and sent to someone other than the undersigned, or if
Securities surrendered by book-entry transfer that are not accepted for purchase
are to be credited to an account maintained at DTC other than the one designated
above.
Issue Check and/or Securities to:
Name:
-------------------------------------------------------------------------
(PLEASE PRINT)
Address:
----------------------------------------------------------------------
----------------------------------------------------------------------
(INCLUDE ZIP CODE)
----------------------------------------------------------------------
(TAXPAYER IDENTIFICATION NUMBER OR
SOCIAL SECURITY NUMBER)
Credit unpurchased Securities by book-entry to DTC account number:
- --------------------------------------------------------------------------------
(DTC ACCOUNT NUMBER)
- --------------------------------------------------------------------------------
(ACCOUNT PARTY)
SPECIAL DELIVERY
INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4, 5 AND 6)
To be completed ONLY if Securities not surrendered or not purchased
and/or any check for the aggregate Purchase Price of Securities purchased,
issued in the name of the undersigned, are to be sent to someone other than the
undersigned, or to the undersigned at an address other than that indicated
above.
Mail Check and/or Securities to:
Name:
--------------------------------------------------------------------------
(PLEASE PRINT)
Address:
----------------------------------------------------------------------
----------------------------------------------------------------------
(INCLUDE ZIP CODE)
NOTE: SIGNATURES MUST BE PROVIDED ON THE FOLLOWING PAGE.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
SIGN HERE
(SEE INSTRUCTIONS 1 AND 5)
(PLEASE COMPLETE FORM W-9)
Must be signed by registered Holder(s) exactly as name(s) appear(s) on
the Securities or on a security position listing or by person(s) authorized to
become registered Holder(s) of the Securities by documents transmitted with this
Purchase Notice. If the signature is by an attorney-in-fact, executor,
administrator, trustee, guardian, partner, officer of a corporation or another
party acting in a fiduciary or representative capacity, please set forth the
signer's full title.
- --------------------------------------------------------------------------------
SIGNATURE(S) OF HOLDER(S)
Date: , 2005
Name(s):
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(PLEASE PRINT)
Capacity:
---------------------------------------------------------------------
Area Code(s) and Telephone Number(s):
-----------------------------------------
Tax Id./S.S. Number(s):
-------------------------------------------------------
(TAXPAYER IDENTIFICATION NUMBER(S) OR
SOCIAL SECURITY NUMBER(S))
Address(es):
------------------------------------------------------------------
(INCLUDE ZIP CODE)
THE GUARANTEE BELOW MUST BE COMPLETED.
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 2 AND 5)
Authorized Signature:
---------------------------------------------------------
Name:
-------------------------------------------------------------------------
Title:
------------------------------------------------------------------------
Name of Eligible Institution:
-------------------------------------------------
Address:
----------------------------------------------------------------------
Area Code and Telephone Number:
-----------------------------------------------
Date: , 2005
--------------------
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THIS PURCHASE NOTICE
1. DELIVERY OF PURCHASE NOTICE AND SECURITIES. This Purchase Notice can be used
only if Securities are to be delivered with it to the Depositary or a surrender
of Securities is being made concurrently by book-entry transfer to the
Depositary's account at DTC. HOLDERS THAT SURRENDER THROUGH DTC NEED NOT SUBMIT
A PHYSICAL PURCHASE NOTICE TO THE DEPOSITARY IF SUCH HOLDERS COMPLY WITH THE
TRANSMITTAL PROCEDURES OF DTC. Securities or confirmation of the delivery of
Securities by book-entry transfer to the Depositary through DTC, together with a
properly completed and duly executed Purchase Notice or agent's message and any
other required documents, should be delivered to the Depositary at the
appropriate address set forth on the first page of this Purchase Notice and must
be received by the Depositary prior to 5:00 p.m., Eastern Daylight Time, on
Tuesday, August 2, 2005. The term "agent's message" means a message, transmitted
to DTC and received by the Depositary and forming a part of a book-entry
transfer, that states that DTC has received an express acknowledgement that the
undersigned agrees to be bound by this Purchase Notice and that the Company may
enforce this Purchase Notice against the undersigned. Delivery of documents to
DTC or the Company does not constitute delivery to the Depositary.
The method of delivery of all documents, including Securities, this
Purchase Notice and any other required documents, is at the election and risk of
the surrendering Holder(s). If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended.
Each surrendering Holder, by execution of this Purchase Notice, waives any
right to receive any notice of the acceptance of his or her surrender.
2. GUARANTEE OF SIGNATURES. No signature guarantee is required if either:
(a) this Purchase Notice is signed by the registered Holder(s) of the
Securities (which term, for purposes of this Purchase Notice, includes any
participant in DTC whose name appears on a security position listing as the
Holder of such Securities) surrendered with the Purchase Notice, unless
such Holder has completed the box entitled "Special Issuance Instructions"
and/or "Special Delivery Instructions" above; or
(b) the Securities surrendered with this Purchase Notice are
surrendered for the account of an eligible guarantor institution, as
defined in Rule 17Ad-15 under the Exchange Act (each, an "Eligible
Institution").
In all other cases an Eligible Institution must guarantee the signatures on
this Purchase Notice. See Instruction 5.
3. INADEQUATE SPACE. If the space provided in the box captioned "Description of
Securities Being Surrendered for Purchase" is inadequate, the Security
certificate numbers, the principal amount represented by the Securities and the
principal amount surrendered should be listed on a separate signed schedule and
attached to this Purchase Notice.
4. PARTIAL SURRENDERS AND UNPURCHASED SECURITIES. (Not applicable to Holders who
surrender by book-entry transfer.) If less than all of the principal amount
evidenced by the Securities is to be surrendered for purchase, fill in the
portion of the principal amount of such Securities which is to be surrendered
for purchase in the column entitled "Principal Amount Surrendered for Purchase"
in the box captioned "Description of Securities Being Surrendered for Purchase."
In such case, a new certificate for the remainder of the Securities evidenced by
the old certificate will be issued and sent to the registered Holder(s), unless
otherwise specified in the box entitled "Special Issuance Instructions" and/or
"Special Delivery Instructions" in this Purchase Notice, as promptly as
practicable following the Purchase Date; provided, however, that each Security
purchased and each new Security issued shall be in a principal
amount at maturity of $1,000 or integral multiples thereof. The full principal
amount of Securities listed and delivered to the Depositary is deemed to have
been surrendered unless otherwise indicated.
5. SIGNATURES ON PURCHASE NOTICE AND ENDORSEMENTS.
(a) If this Purchase Notice is signed by the registered Holder(s) of
the Securities surrendered for purchase hereby, the signature(s) must
correspond exactly with the name(s) as written on the face of the
Securities without any change whatsoever.
(b) If the Securities are registered in the names of two or more joint
Holders, each such Holder must sign this Purchase Notice.
(c) If any surrendered Securities are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many separate Purchase Notices as there are different registrations of
Securities.
(d) (Not applicable to Holders who surrender by book-entry transfer.)
When this Purchase Notice is signed by the registered Holder(s) of the
Securities and transmitted hereby, no endorsements of Securities is
required unless payment is to be made, or the Securities not surrendered or
not purchased are to be issued, to a person other than the registered
Holder(s). See Instruction 2. In such an event, signature(s) on such
Securities must be guaranteed by an Eligible Institution. If this Purchase
Notice is signed by a person other than the registered Holder(s) of the
Securities listed, the assignment form on the Securities must be completed
and signed exactly as the name(s) of the registered Holder(s) appear on the
Securities and signature(s) on such Securities must be guaranteed by an
Eligible Institution. See Instruction 2.
(e) If this Purchase Notice is signed by attorneys-in-fact, executors,
administrators, trustees, guardians, partners, officers of corporations or
others acting in a fiduciary or representative capacity, such persons
should so indicate when signing and must submit proper evidence
satisfactory to the Company of their authority so to act.
6. SPECIAL PAYMENT AND SPECIAL DELIVERY INSTRUCTIONS. The surrendering
Holder(s) signing this Purchase Notice should indicate in the applicable box or
boxes the name and address to which Securities for principal amounts not
surrendered or checks for payment of the aggregate Purchase Price are to be
issued or sent, if different from the name(s) and address(es) of such Holder(s).
In the case of issuance in a different name, the taxpayer identification number
or social security number of the person named must also be indicated. If no
instructions are given, Securities not surrendered will be returned to the
Holder(s). Any Holder(s) surrendering by book-entry transfer may request that
Securities not surrendered be credited to such account at DTC as such Holder(s)
may designate under the caption "Special Issuance Instructions." If no such
instructions are given, any such Securities not surrendered will be returned by
crediting the account at DTC designated above.
7. IRREGULARITIES. Celestica will determine, in its sole discretion, all
questions as to the form of documents, eligibility, validity (including time of
receipt) and acceptance for payment of any surrender of Securities and its
determinations shall be final and binding on all parties. Celestica reserves
the absolute right to reject any or all surrenders it determines not to be in
proper form or the acceptance for payment of or payment for which may, in the
opinion of Celestica's counsel, be unlawful. Celestica also reserves the
absolute right to waive any defect or irregularity in the surrender of any
particular Security. No surrender of Securities will be deemed to have been
properly made until all defects and irregularities have been cured or waived.
Unless waived, any defects or irregularities in connection with surrenders must
be cured within such time as Celestica shall determine. Celestica's
interpretation of the terms of the Purchase Notice (including these
instructions) will be final and binding on all parties. None of Celestica, the
Depositary or any other person is or will be obligated to give notice of any
defects or irregularities in surrenders of Securities and none of them will
incur any liability for failure to give such notice.
8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR SECURITIES. Any
Holder(s) whose certificates for Securities have been mutilated, lost, stolen or
destroyed should write to or telephone the Depositary at the address or
telephone number set forth on the front cover page of this Purchase Notice.
The Holder will then be instructed by the Depositary as to the steps that
must be taken in order to replace the certificates. This Purchase Notice and
related documents cannot be processed until the procedures for replacing
mutilated, lost, stolen or destroyed certificates have been followed.
9. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Depositary and additional
copies of the Company Notice and this Purchase Notice may also be obtained from
the Depositary.
10. WITHDRAWAL RIGHTS. You may withdraw previously surrendered Securities
at any time until 5:00 p.m., Eastern Daylight Time, on August 2, 2005.
Securities not accepted for payment after the expiration of 40 business days
from the commencement of the offer to purchase the Securities may be withdrawn.
See Section 4 of the Company Notice for a more detailed description of
withdrawal rights.
11. TRANSFER TAXES. If payment of the Purchase Price is to be made to, or
if Securities not surrendered or purchased are to be registered in the name of,
any persons other than the registered Holder(s), or if surrendered Securities
are registered in the name of any person other than the person(s) signing this
Purchase Notice, the amount of any transfer taxes (whether imposed on the
registered Holder(s) or such other person) payable on account of the transfer to
such other person will be deducted from the Purchase Price unless satisfactory
evidence of the payment of such taxes or an exemption therefrom is submitted.
12. IMPORTANT TAX INFORMATION. Under U.S. federal income tax law, a Holder
that surrenders Securities is required to provide the Depositary with such
Holder's current taxpayer identification number ("TIN") on a properly completed
Form W-9, or, alternatively, to establish another basis for an exemption from
backup withholding. If such Holder is an individual, the TIN is his or her
Social Security number. If the Depositary is not provided with the correct TIN,
the Holder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, any payment made to such Holder with respect to Securities
purchased pursuant to the Company Notice may be subject to 28% backup
withholding.
Certain Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that Holder must submit to the Depositary a properly completed
Internal Revenue Service Form W-8 BEN (a "Form W-8 BEN"), signed under penalties
of perjury, attesting to that individual's exempt status. A Form W-8 BEN can be
obtained from the Depositary. See the enclosed Form W-9 for additional
instructions.
If backup withholding applies, the Depositary is required to withhold 28%
of any payment made to the Holder or other payee. Backup withholding is not an
additional tax. Rather, the federal income tax liability of persons subject to
backup withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service. The Depositary cannot refund amounts withheld by reason of
backup withholding.
EXHIBIT (a)(1)(c)
NOTICE OF WITHDRAWAL
OF SURRENDER OF
CELESTICA INC.'S LIQUID YIELD OPTION(TM) NOTES DUE 2020
(ZERO COUPON-SUBORDINATED)
CUSIP NUMBERS: 15101QAA6*
PURSUANT TO THE COMPANY NOTICE DATED JULY 5, 2005
- --------------
* No representation is made with respect to the accuracy of the CUSIP number as
printed on the Securities or as contained herein.
THIS OFFER WILL EXPIRE AT 5:00 P.M., EASTERN DAYLIGHT TIME, ON AUGUST 2, 2005
(THE "PURCHASE DATE"). REGISTERED HOLDERS OF SECURITIES MUST SURRENDER THEIR
SECURITIES ON OR PRIOR TO 5:00 P.M., EASTERN DAYLIGHT TIME, ON THE PURCHASE
DATE IN ORDER TO RECEIVE THE PURCHASE PRICE. SECURITIES SURRENDERED FOR
PURCHASE MAY BE WITHDRAWN IF THE REGISTERED HOLDER SUBMITS AND THE DEPOSITARY
RECEIVES THIS COMPLETED AND SIGNED NOTICE OF WITHDRAWAL NO LATER THAN 5:00 P.M.,
EASTERN DAYLIGHT TIME, ON AUGUST 2, 2005. SECURITIES NOT ACCEPTED FOR PAYMENT
AFTER THE EXPIRATION OF 40 BUSINESS DAYS FROM THE COMMENCEMENT OF THE OFFER
TO PURCHASE THE SECURITIES MAY BE WITHDRAWN. HOLDERS THAT SURRENDER THROUGH DTC
NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE DEPOSITARY IF SUCH HOLDERS
COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.
THE DEPOSITARY IS:
JPMORGAN CHASE BANK, N.A.
ITS BOND EVENTS, 2001 BRYAN STREET, 9TH FLOOR, DALLAS, TEXAS 75201
All capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Company Notice, dated July 5, 2005 and the accompanying
Purchase Notice, of Celestica Inc., an Ontario, Canada corporation
("Celestica"), relating to the purchase by Celestica, at the option of the
holder thereof, of Celestica's Liquid Yield Option(TM) Notes due 2020 (Zero
Coupon-Subordinated) (the "Securities") for $572.82 per $1,000 principal amount
at maturity of the Securities, subject to the terms and conditions of the
Indenture and the Option.
This Notice of Withdrawal is to be completed by registered holders of
Securities desiring to withdraw the surrender of such Securities in the Option
if (i) Securities have been previously surrendered to the Depositary, or (ii)
delivery of such Securities has been previously made by book-entry transfer to
the Depositary's account at the Depository Trust Company ("DTC") pursuant to the
book-entry transfer procedures described under the caption "Procedures to be
Followed by Holders Electing to Surrender Securities for Purchase" in the
Company Notice.
Ladies and Gentlemen:
The undersigned hereby withdraws the undersigned's surrender for purchase
to Celestica of the Securities described below, which Securities were
previously surrendered for purchase pursuant to the Company Notice.
The undersigned understands that the withdrawal of Securities previously
surrendered in this Option, effected by this Notice of Withdrawal, may not be
rescinded and that such Securities will no longer be deemed to be validly
surrendered for purchase for purposes of the undersigned's Purchase Notice. Such
withdrawn Securities may be resurrendered for purchase only by following the
procedures for surrendering set forth in the Company Notice and in the
accompanying Purchase Notice.
All authority conferred or agreed to be conferred in this Notice of
Withdrawal shall not be affected by and shall survive the death or incapacity of
the undersigned, and any obligations of the undersigned under this Notice of
Withdrawal shall be binding upon the heirs, personal and legal representatives,
trustees in bankruptcy, successors and assigns of the undersigned.
* * *
DESCRIPTION OF SECURITIES BEING WITHDRAWN
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SECURITIES BEING WITHDRAWN
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON (ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
SECURITIES)(1)
SECURITY PRINCIPAL AMOUNT PRINCIPAL AMOUNT
CERTIFICATE REPRESENTED BY BEING
NUMBER(S)(2) SECURITIES WITHDRAWN(2)(3)
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
TOTAL AMOUNT
BEING WITHDRAWN
- ----------------
(1) Must correspond exactly to the name(s) that appear(s) on the certificate(s)
for the Securities and the Depositary's record of registered holders or, if
surrendered by a DTC participant, exactly as such participant's name(s) and
address(es) appear(s) on the security position listing of DTC.
(2) Need not be completed if Securities are being surrendered for purchase by
book-entry transfer.
(3) Unless otherwise specified, the entire aggregate principle amount evidenced
by such Securities will be deemed to have been withdrawn.
METHOD OF DELIVERY
/ / CHECK HERE IF SECURITIES WERE PHYSICALLY DELIVERED TO THE DEPOSITARY.
/ / CHECK HERE IF SECURITIES WERE DELIVERED BY BOOK-ENTRY TRANSFER MADE TO
THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE
FOLLOWING:
Name of Surrendering Institution:
---------------------------------------------
Address:
----------------------------------------------------------------------
Telephone:
--------------------------------------------------------------------
Facsimile:
--------------------------------------------------------------------
Contact Person:
---------------------------------------------------------------
Date Surrendered:
-------------------------------------------------------------
DTC Account Number:
-----------------------------------------------------------
Transaction Code Number:
------------------------------------------------------
SIGN HERE
(TO BE COMPLETED BY ALL REGISTERED HOLDERS OF SECURITIES BEING WITHDRAWN)
Must be signed by registered Holder(s) exactly as name(s) appear(s) on the
Securities or on a security position listing or by person(s) authorized to
become registered Holder(s) of the Securities by documents transmitted with this
Notice of Withdrawal. If the signature is by an attorney-in-fact, executor,
administrator, trustee, guardian, partner, officer of a corporation or another
party acting in a fiduciary or representative capacity, please set forth the
signer's full title.
______________________________________________________________________________
(SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
Dated: , 2005
------------------
Name(s):
---------------------------------------------------------------------
---------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title):
-------------------------------------------------------
Address(es):
-----------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code(s) and Telephone Number(s):
----------------------------------------
THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE OF SIGNATURE(S)
Authorized Signature:
--------------------------------------------------------
Name:
------------------------------------------------------------------------
Title:
-----------------------------------------------------------------------
Name of Eligible Institution:
------------------------------------------------
Address:
---------------------------------------------------------------------
---------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
----------------------------------------------
Dated: , 2005
-------------------
EXHIBIT (A)(1)(D)
Form W-9 REQUEST FOR TAXPAYER
(Rev. January 2005) IDENTIFICATION NUMBER AND CERTIFICATION GIVE FORM TO THE
REQUESTER. DO NOT SEND
TO THE IRS.
Department of the Treasury
Internal Revenue Service
PRINT OR TYPE
SEE SPECIFIC INSTRUCTIONS ON PAGE 2.
Name (as shown on your income tax return)
Business name, if different from above
Check appropriate box: Individual/ Corporation Partnership Other > ................... Exempt from
Sole proprietor backup
withholding
Address (number, street, and apt. or suite no.) Requester's name and address (optional)
City, state, and ZIP code
List account number(s) here (optional)
PART I TAXPAYER IDENTIFICATION NUMBER (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name
given on Line 1 to avoid backup withholding. For individuals, this is your
social security number (SSN). However, for a resident alien, sole proprietor, or
disregarded entity, see the Part I instructions on page 3. For other entities,
it is your employer identification number (EIN). If you do not have a number,
see HOW TO GET A TIN on page 3.
NOTE. If the account is in more than one name, see the chart on page 4 for
guidelines on whose number to enter.
SOCIAL SECURITY NUMBER EMPLOYER IDENTIFICATION NUMBER
[ ][ ][ ]- [ ][ ]- [ ][ ][ ][ ] or [ ][ ]- [ ][ ][ ][ ][ ][ ]
PART II CERTIFICATION
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me
that I am no longer subject to backup withholding, and
3. I am a U.S. person (including a U.S. resident alien).
Certification instructions. You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For
real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt,
contributions to an individual retirement arrangement (IRA), and generally,
payments other than interest and dividends, you are not required to sign the
Certification, but you must provide your correct TIN. (See the instructions on
page 4.)
SIGN SIGNATURE OF DATE
HERE U.S. PERSON
PURPOSE OF FORM
A person who is required to file an information return with the IRS, must obtain
your correct taxpayer identification number (TIN) to report, for example, income
paid to you, real estate transactions, mortgage interest you paid, acquisition
or abandonment of secured property, cancellation of debt, or contributions you
made to an IRA.
U.S. PERSON. Use Form W-9 only if you are a U.S. person (including a
resident alien), to provide your correct TIN to the person requesting it (the
requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are waiting for
a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt
payee.
NOTE. IF A REQUESTER GIVES YOU A FORM OTHER THAN FORM W-9 TO REQUEST YOUR TIN,
YOU MUST USE THE REQUESTER'S FORM IF IT IS SUBSTANTIALLY SIMILAR TO THIS FORM
W-9.
For federal tax purposes you are considered a person if you are:
-- An individual who is a citizen or resident of the United States,
-- A partnership, corporation, company, or association created or
organized in the United States or under the laws of the United States,
or
-- Any estate (other than a foreign estate) or trust. See Regulations
sections 301.7701-6(a) and 7(a) for additional information.
FOREIGN PERSON. If you are a foreign person, do not use Form W-9. Instead,
use the appropriate Form W-8 (see Publication 515, Withholding of Tax on
Nonresident Aliens and Foreign Entities).
NONRESIDENT ALIEN WHO BECOMES A RESIDENT ALIEN.
Generally, only a nonresident alien individual may use the terms of a tax
treaty to reduce or eliminate U.S. tax on certain types of income. However, most
tax treaties contain a provision known as a "saving clause." Exceptions
specified in the saving clause may permit an exemption from tax to continue for
certain types of income even after the recipient has otherwise become a U.S.
resident alien for tax purposes. If you are a U.S. resident alien who is relying
on an exception contained in the saving clause of a tax treaty to claim an
exemption from U.S. tax on certain types of income, you must attach a statement
to Form W-9 that specifies the following five items:
1. The treaty country. Generally, this must be the same treaty under
which you claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the
saving clause and its exceptions.
4. The type and amount of income that qualifies for the exemption from
tax.
5. Sufficient facts to justify the exemption from tax under the terms of
the treaty article.
EXAMPLE. Article 20 of the U.S.-China income tax treaty allows an exemption
from tax for scholarship income received by a Chinese student temporarily
present in the United States. Under U.S. law, this student will become a
resident alien for tax purposes if his or her stay in the United States exceeds
5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China
treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to
apply even after the Chinese student becomes a resident alien of the United
States. A Chinese student who qualifies for this exception (under paragraph 2 of
the first protocol) and is relying on this exception to claim an exemption from
tax on his or her scholarship or fellowship income would attach to Form W-9 a
statement that includes the information described above to support that
exemption.
If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the requester the appropriate completed Form W-8.
WHAT IS BACKUP WITHHOLDING? Persons making certain payments to you must
under certain conditions withhold and pay to the IRS 28% of such payments (after
December 31, 2002). This is called "backup withholding." Payments that may be
subject to backup withholding include interest, dividends, broker and barter
exchange transactions, rents, royalties, nonemployee pay, and certain payments
from fishing boat operators. Real estate transactions are not subject to backup
withholding.
You will not be subject to backup withholding on payments you receive if
you give the requester your correct TIN, make the proper certifications, and
report all your taxable interest and dividends on your tax return.
PAYMENTS YOU RECEIVE WILL BE SUBJECT TO BACKUP WITHHOLDING IF:
1. You do not furnish your TIN to the requester, or
2. You do not certify your TIN when required (see the Part II
instructions on page 4 for details), or
3. The IRS tells the requester that you furnished an incorrect TIN, or
4. The IRS tells you that you are subject to backup withholding because
you did not report all your interest and dividends on your tax return
(for reportable interest and dividends only), or
5. You do not certify to the requester that you are not subject to backup
withholding under 4 above (for reportable interest and dividend
accounts opened after 1983 only).
Certain payees and payments are exempt from backup withholding. See the
instructions below and the separate Instructions for the Requester of Form W-9.
PENALTIES
FAILURE TO FURNISH TIN. If you fail to furnish your correct TIN to a requester,
you are subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make a
false statement with no reasonable basis that results in no backup withholding,
you are subject to a $500 penalty.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying certifications
or affirmations may subject you to criminal penalties including fines and/or
imprisonment.
MISUSE OF TINS. If the requester discloses or uses TINs in violation of federal
law, the requester may be subject to civil and criminal penalties.
SPECIFIC INSTRUCTIONS
NAME. If you are an individual, you must generally enter the name shown on your
social security card. However, if you have changed your last name, for
instance, due to marriage without informing the Social Security Administration
of the name change, enter your first name, the last name shown on your social
security card, and your new last name.
If the account is in joint names, list first, and then circle, the name of
the person or entity whose number you entered in Part I of the form.
SOLE PROPRIETOR. Enter your individual name as shown on your social security
card on the "Name" line. You may enter your business, trade, or "doing business
as (DBA)" name on the "Business name" line.
LIMITED LIABILITY COMPANY (LLC). If you are a single-member LLC (including a
foreign LLC with a domestic owner) that is disregarded as an entity separate
from its owner under Treasury regulations section 301.7701-3, enter the owner's
name on the "Name" line. Enter the LLC's name on the "Business name" line. Check
the appropriate box for your filing status (sole proprietor, corporation, etc.),
then check the box for "Other" and enter "LLC" in the space provided.
OTHER ENTITIES. Enter your business name as shown on required Federal tax
documents on the "Name" line. This name should match the name shown on the
charter or other legal document creating the entity. You may enter any business,
trade, or DBA name on the "Business name" line.
NOTE. You are requested to check the appropriate box for your status
(individual/sole proprietor, corporation, etc.).
EXEMPT FROM BACKUP WITHHOLDING
If you are exempt, enter your name as described above and check the appropriate
box for your status, then check the "Exempt from backup withholding" box in the
line following the business name, sign and date the form.
Generally, individuals (including sole proprietors) are not exempt from
backup withholding. Corporations are exempt from backup withholding for certain
payments, such as interest and dividends.
NOTE. If you are exempt from backup withholding, you should still complete
this form to avoid possible erroneous backup withholding.
EXEMPT PAYEES. Backup withholding is not required on any payments made to the
following payees:
1. An organization exempt from tax under section 501(a), any IRA, or a
custodial account under section 403(b)(7) if the account satisfies the
requirements of section 401(f)(2),
2. The United States or any of its agencies or instrumentalities,
3. state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities,
4. foreign government or any of its political subdivisions, agencies, or
instrumentalities, or
5. international organization or any of its agencies or
instrumentalities.
Other payees that may be exempt from backup withholding include:
6. A corporation,
7. A foreign central bank of issue,
8. A dealer in securities or commodities required to register in the
United States, the District of Columbia, or a possession of the United
States,
9. A futures commission merchant registered with the Commodity Futures
Trading Commission,
10. A real estate investment trust,
11. An entity registered at all times during the tax year under the
Investment Company Act of 1940,
12. A common trust fund operated by a bank under section 584(a),
13. A financial institution,
14. A middleman known in the investment community as a nominee or
custodian, or
15. A trust exempt from tax under section 664 or described in section
4947.
The chart below shows types of payments that may be exempt from backup
withholding. The chart applies to the exempt recipients listed above, 1
through 15.
- -------------------------------------------------------------------------------
IF THE PAYMENT IS FOR... THEN THE PAYMENT IS EXEMPT FOR
- -------------------------------------------------------------------------------
Interest and dividend payments All exempt recipients except for 9
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Broker transactions Exempt recipients 1 through 13. Also, a
person registered under the Investment
Advisers Act of 1940 who regularly acts as
a broker
- -------------------------------------------------------------------------------
Barter exchange transactions and
patronage dividends Exempt recipients 1 through 5
- -------------------------------------------------------------------------------
Payments over $600 required to be
reported and direct sales over Generally, exempt recipients 1 through
$5,000(1) 7(2)
- -------------------------------------------------------------------------------
(1) See Form 1099-MISC, Miscellaneous Income, and its instructions.
(2) However, the following payments made to a corporation (including gross
proceeds paid to an attorney under section 6045(f), even if the attorney is
a corporation) and reportable on Form 1099-MISC are not exempt from backup
withholding: medical and health care payments, attorneys' fees; and
payments for services paid by a Federal executive agency.
PART I. TAXPAYER IDENTIFICATION NUMBER (TIN)
ENTER YOUR TIN IN THE APPROPRIATE BOX. If you are a resident alien and you do
not have and are not eligible to get an SSN, your TIN is your IRS individual
taxpayer identification number (ITIN). Enter it in the social security number
box. If you do not have an ITIN, see HOW TO GET A TIN below.
If you are a sole proprietor and you have an EIN, you may enter either your
SSN or EIN. However, the IRS prefers that you use your SSN.
If you are a single-owner LLC that is disregarded as an entity separate
from its owner (see LIMITED LIABILITY COMPANY (LLC) on page 2), enter your SSN
(or EIN, if you have one). If the LLC is a corporation, partnership, etc., enter
the entity's EIN.
NOTE. See the chart on page 4 for further clarification of name and TIN
combinations.
HOW TO GET A TIN. If you do not have a TIN, apply for one immediately. To apply
for an SSN, get Form SS-5, Application for a Social Security Card, from your
local Social Security Administration office or get this form online at
www.socialsecurity.gov/online/ss-5.pdf. You may also get this form by calling
1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer
Identification Number, to apply for an ITIN, or Form SS-4, Application for
Employer Identification Number, to apply for an EIN. You can apply for an EIN
online by accessing the IRS website at www.irs.gov/businesses/ and clicking on
Employer ID Numbers under Related Topics. You can get Forms W-7 and SS-4 from
the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).
If you are asked to complete Form W-9 but do not have a TIN, write "Applied
For" in the space for the TIN, sign and date the form, and give it to the
requester. For interest and dividend payments, and certain payments made with
respect to readily tradable instruments, generally you will have 60 days to get
a TIN and give it to the requester before you are subject to backup withholding
on payments. The 60-day rule does not apply to other types of payments. You will
be subject to backup withholding on all such payments until you provide your TIN
to the requester.
Note. Writing "Applied For" means that you have already applied for a TIN
or that you intend to apply for one soon.
Caution: A disregarded domestic entity that has a foreign owner must use the
appropriate Form W-8.
PART II. CERTIFICATION
To establish to the withholding agent that you are a U.S. person, or resident
alien, sign Form W-9. You may be requested to sign by the withholding agent even
if items 1, 4, and 5 below indicate otherwise.
For a joint account, only the person whose TIN is shown in Part I should
sign (when required). Exempt recipients, see Exempt From Backup Withholding on
page 2.
SIGNATURE REQUIREMENTS. Complete the certification as indicated in 1 through 5
below.
1. INTEREST, DIVIDEND, AND BARTER EXCHANGE ACCOUNTS OPENED BEFORE 1984 AND
BROKER ACCOUNTS CONSIDERED ACTIVE DURING 1983. You must give your correct TIN,
but you do not have to sign the certification.
2. INTEREST, DIVIDEND, BROKER, AND BARTER EXCHANGE ACCOUNTS OPENED AFTER
1983 AND BROKER ACCOUNTS CONSIDERED INACTIVE DURING 1983. You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross out item 2 in the certification before signing the form.
3. REAL ESTATE TRANSACTIONS. You must sign the certification. You may cross
out item 2 of the certification.
4. Other payments. You must give your correct TIN, but you do not have to
sign the certification unless you have been notified that you have previously
given an incorrect TIN. "Other payments" include payments made in the course of
the requester's trade or business for rents, royalties, goods (other than bills
for merchandise), medical and health care services (including payments to
corporations), payments to a nonemployee for services, payments to certain
fishing boat crew members and fishermen, and gross proceeds paid to attorneys
(including payments to corporations).
5. Mortgage interest paid by you, acquisition or abandonment of secured
property, cancellation of debt, qualified tuition program payments (under
section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or
distributions, and pension distributions. You must give your correct TIN, but
you do not have to sign the certification.
WHAT NAME AND NUMBER TO GIVE THE REQUESTER
- ------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE NAME AND SSN OF:
- ----------------------------------------------------------------------------------------------------------------------
1. Individual The individual
- ----------------------------------------------------------------------------------------------------------------------
2. Two or more individuals (joint account) The actual owner of the account or, if combined funds,
the first individual on the account (1)
- ----------------------------------------------------------------------------------------------------------------------
3. Custodian account of a minor (Uniform Gift to Minors The minor (2)
Act)
- ----------------------------------------------------------------------------------------------------------------------
4. a. The usual revocable savings trust (grantor is also The grantor-trustee (1)
trustee)
- ----------------------------------------------------------------------------------------------------------------------
b. So-called trust account that is not a legal or The actual owner (1)
valid trust under state law
- ----------------------------------------------------------------------------------------------------------------------
5. Sole proprietorship or single-owner LLC The owner (3)
- ----------------------------------------------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE NAME AND EIN OF:
- ----------------------------------------------------------------------------------------------------------------------
6. Sole proprietorship or single-owner LLC The owner (3)
- ----------------------------------------------------------------------------------------------------------------------
7. A valid trust, estate, or pension trust Legal entity (4)
- ----------------------------------------------------------------------------------------------------------------------
8. Corporate or LLC electing corporate status on Form 8832 The corporation
- ----------------------------------------------------------------------------------------------------------------------
9. Association, club, religious, charitable, educational, The organization
or other tax-exempt organization
- ----------------------------------------------------------------------------------------------------------------------
10. Partnership or multi-member LLC The partnership
- ----------------------------------------------------------------------------------------------------------------------
11. A broker or registered nominee The broker or nominee
- ----------------------------------------------------------------------------------------------------------------------
12. Account with the Department of Agriculture in the The public entity
name of a public entity (such as a state or local
government, school district, or prison) that receives
agricultural program payments
- ------------------------------------------------------------ ---------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has an SSN, that person's number must be
furnished.
(2) Circle the minor's name and furnish the minor's SSN.
(3) You must show your individual name and you may also enter your business
or "DBA" name on the second name line. You may use either your SSN or EIN (if
you have one). If you are a sole proprietor, IRS encourages you to use your
SSN.
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the TIN of the personal representative or trustee
unless the legal entity itself is not designated in the account title.)
NOTE. If no name is circled when more than one name is listed, the number
will be considered to be that of the first name listed.
- -----------------------------------
PRIVACY ACT NOTICE
Section 6109 of the Internal Revenue Code requires you to provide your correct
TIN to persons who must file information returns with the IRS to report
interest, dividends, and certain other income paid to you, mortgage interest you
paid, the acquisition or abandonment of secured property, cancellation of debt,
or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the
numbers for identification purposes and to help verify the accuracy of your tax
return. The IRS may also provide this information to the Department of Justice
for civil and criminal litigation, and to cities, states, and the District of
Columbia to carry out their tax laws. We may also disclose this information to
other countries under a tax treaty, to federal and state agencies to enforce
federal nontax criminal laws, or to federal law enforcement and intelligence
agencies to combat terrorism.
You must provide your TIN whether or not you are required to file a tax
return. Payers must generally withhold 28% of taxable interest, dividend, and
certain other payments to a payee who does not give a TIN to a payer. Certain
penalties may also apply.
Exhibit (a)(5)(a)
FOR IMMEDIATE RELEASE JULY 5, 2005
CELESTICA TO REPURCHASE LYONS
TORONTO, Canada - Celestica Inc. (NYSE, TSX: CLS), a world leader in
electronics manufacturing services (EMS), today announced that holders of its
Liquid Yield Option(TM) Notes due 2020 (Zero Coupon-Subordinated) (the
"LYONs") have the right to surrender their LYONs for purchase as of July 5,
2005. Each holder of the LYONs has the right to require Celestica to purchase
on August 2, 2005 all or any part of such holder's LYONs at a price equal to
US$572.82 per US$1000 principal amount at maturity. Under the terms of the
LYONs, Celestica has the option to settle its repurchase obligation in cash,
subordinate voting shares, or a combination of cash and subordinate voting
shares, and has elected to pay for the LYONs solely with cash. If all
outstanding LYONs are surrendered for purchase, the aggregate cash purchase
price will be approximately US$352 million.
In order to surrender LYONs for purchase, a purchase notice must be delivered
to JPMorgan Chase Bank, the trustee for the LYONs, on or before 5:00 p.m.
EDT, on or before August 2, 2005. Questions and requests for assistance in
connection with the process for the surrender of LYONs may be directed to
JPMorgan Chase Bank, N.A., at (800) 275-2048. Holders of LYONs complying with
the transmittal procedures of the Depository Trust Company need not submit a
physical purchase notice to JPMorgan Chase Bank. Holders may withdraw any
LYONs surrendered for purchase in response to this offer at any time prior to
5:00 p.m., EDT, on August 2, 2005.
Celestica will file a Tender Offer Statement on Schedule TO with the Securities
and Exchange Commission on July 5, 2005. Celestica will make available to LYONs
holders, through the Depository Trust Company, documents specifying the terms,
conditions and procedures for surrendering and withdrawing LYONs for purchase.
LYONs holders are encouraged to read these documents carefully before making
any decision with respect to the surrender of LYONs, because these documents
contain important information regarding the details of Celestica's obligation
to purchase the LYONs.
The LYONs are convertible under certain circumstances into 5.6748 shares of
Celestica subordinate voting shares per US$1,000 principal amount at maturity of
LYONs, subject to adjustment under certain circumstances.
-2-
ABOUT CELESTICA
- ---------------
Celestica is a world leader in the delivery of innovative electronics
manufacturing services (EMS). Celestica operates a highly sophisticated global
manufacturing network with operations in Asia, Europe and the Americas,
providing a broad range of integrated services and solutions to leading OEMs
(original equipment manufacturers). Celestica's expertise in quality, technology
and supply chain management, and leadership in the global deployment of Lean
principles, enables the company to provide competitive advantage to its
customers by improving time-to-market, scalability and manufacturing efficiency.
For further information on Celestica, visit its website at www.celestica.com.
The company's security filings can also be accessed at www.sedar.com and
www.sec.gov.
- -----------
CELESTICA SAFE HARBOUR AND FAIR DISCLOSURE STATEMENT
- ----------------------------------------------------
THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS RELATED TO OUR FUTURE
GROWTH, TRENDS IN OUR INDUSTRY AND OUR FINANCIAL AND OPERATIONAL RESULTS AND
PERFORMANCE THAT ARE BASED ON CURRENT EXPECTATIONS, FORECASTS AND ASSUMPTIONS
INVOLVING RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL OUTCOMES AND
RESULTS TO DIFFER MATERIALLY. THESE RISKS AND UNCERTAINTIES INCLUDE, BUT ARE
NOT LIMITED TO: THE CHALLENGES OF EFFECTIVELY MANAGING OUR OPERATIONS DURING
UNCERTAIN ECONOMIC CONDITIONS; THE CHALLENGE OF RESPONDING TO
LOWER-THAN-EXPECTED CUSTOMER DEMAND; THE EFFECTS OF PRICE COMPETITION AND
OTHER BUSINESS AND COMPETITIVE FACTORS GENERALLY AFFECTING THE EMS INDUSTRY;
OUR DEPENDENCE ON THE INFORMATION TECHNOLOGY AND COMMUNICATIONS INDUSTRIES;
OUR DEPENDENCE ON A LIMITED NUMBER OF CUSTOMERS AND ON INDUSTRIES AFFECTED BY
RAPID TECHNOLOGICAL CHANGE; COMPONENT CONSTRAINTS; VARIABILITY OF OPERATING
RESULTS AMONG PERIODS; AND THE ABILITY TO MANAGE OUR RESTRUCTURING AND THE
SHIFT OF PRODUCTION TO LOWER COST GEOGRAPHIES. THESE AND OTHER RISKS AND
UNCERTAINTIES AND FACTORS ARE DISCUSSED IN THE COMPANY'S VARIOUS PUBLIC
FILINGS AT WWW.SEDAR.COM AND HTTP://WWW.SEC.GOV, INCLUDING OUR ANNUAL REPORT
ON FORM 20-F AND SUBSEQUENT REPORTS ON FORM 6-K FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.
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.
AS OF ITS DATE, THIS PRESS RELEASE CONTAINS ALL MATERIAL INFORMATION ASSOCIATED
WITH THIS EVENT.
*Trademark of Merrill Lynch & Co., Inc.
CELESTICA CONTACTS
- ------------------
Laurie Flanagan Paul Carpino
VP, Global Communications VP, Investor Relations
(416) 448-2200 (416) 448-2211
media@celestica.com clsir@celestica.com
- -------------------
Exhibit (a)(5)(b)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell securities of Celestica Inc. The tender offer is made solely by
the Company Notice dated July 5, 2005 and the related Purchase Notice, and
any amendments or supplements thereto. The tender offer is not being made to,
nor will surrendered securities be accepted from or on behalf of, holders of
securities in any jurisdiction in which the making or acceptance of offers
would not be in compliance with the laws of that jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
BY
CELESTICA INC.
ITS LIQUID YIELD OPTION NOTES DUE 2020 (ZERO COUPON-SUBORDINATED)
AT A PURCHASE PRICE EQUAL TO $572.82 PER $1,000 PRINCIPAL AMOUNT AT MATURITY
Celestica Inc., an Ontario, Canada corporation (the "Company"), invites
holders of its Liquid Yield Option Notes due 2020 (Zero Coupon -
Subordinated) (the "Securities") to surrender their Securities, upon the
terms and subject to the conditions set forth in the Company Notice dated
July 5, 2005 (the "Company Notice") and in the related Purchase Notice, which
together, as they may be amended or supplemented from time to time,
constitute the tender offer.
THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN
DAYLIGHT TIME, ON TUESDAY, AUGUST 2, 2005 (THE "EXPIRATION DATE"). THE
COMPANY WILL NOT EXTEND THE EXPIRATION DATE UNLESS REQUIRED TO DO SO BY THE
FEDERAL SECURITIES LAWS.
The purchase by the Company of validly surrendered Securities is not
subject to any conditions other than such purchase being lawful and that
there is not then continuing an Event of Default (as defined in the indenture
governing the Securities.
Upon the terms and subject to the conditions of the tender offer, the
Company will pay, in cash, a purchase price of $572.82 per $1,000 principal
amount at maturity (the "Purchase Price") of Securities validly surrendered
pursuant to the tender offer and not properly withdrawn. Securities may be
tendered by validly surrendering the Securities and sending a completed
Purchase Notice to the Depositary. Holders that surrender Securities through
The Depository Trust Company ("DTC") need not submit a physical copy of the
Purchase Notice to the Depositary if such holders comply with the transmittal
procedures of DTC.
Tenders of Securities made pursuant to the tender offer may be withdrawn
at any time prior to the Expiration Date. For a withdrawal to be effective, a
written notice of withdrawal must be timely received by the Depositary at one
of its addresses set forth on the front cover of the Company Notice,
specifying the name of the person who tendered the Securities to be
withdrawn, the number of Securities to be withdrawn, and the name of the
registered holder of the Securities, if different from that of the person who
tendered such Securities. If the Securities to be withdrawn have been
delivered to the Depositary, a signed notice of withdrawal with signatures
guaranteed by an Eligible Guarantor Institution (as defined in the Company
Notice), except in the case of Securities tendered by an Eligible Guarantor
Institution, must be submitted prior to the release of such Securities. Any
such notice must specify the name of the registered holder, if different from
that of the tendering holder, and the serial numbers shown on the particular
certificate(s) evidencing the Securities to be withdrawn.
For purposes of the tender offer, the Company will be deemed to have
accepted for payment Securities that are validly tendered and not withdrawn,
only when, as and if the Company gives oral or written notice to the
Depositary of its acceptance of the Securities for payment pursuant to the
tender offer.
Payment for Securities held in certificated form tendered and accepted
for payment pursuant to the tender offer will be made only after timely
receipt by the Depositary of certificates for such Securities and a properly
completed and duly executed Purchase Notice with any required signature
guarantees, and any other documents required by the Purchase Notice. Payment
for Securities held in book-entry form will be made only after timely
confirmation of a book-entry transfer of such Securities into the
Depositary's account at DTC.
The Company's board of directors has approved the terms of the tender
offer as set forth in the indenture governing the Securities. However, none
of the Company or its board of directors or employees is making any
recommendation to any holder as to whether to surrender or refrain from
surrendering any Securities. Holders must make their own decision about
whether to surrender Securities and, if so, the principal amount at maturity
of Securities to surrender based on their own assessment of current market
value and other relevant factors, and should carefully evaluate all
information in the tender offer and consult their own investment and tax
advisors.
The Company is required to make the tender offer pursuant to the terms
of the Securities and the indenture governing the Securities.
Generally, a holder will be subject to U.S. federal income taxation when
the holder receives cash from the Company in exchange for the Securities that
the holder surrenders. Holders are strongly encouraged to read the Company
Notice for additional information regarding the United States federal income
tax consequences of participating in the offer and to consult their tax
advisors.
The information required to be delivered by Rule 13e-4(d)(1) under the
Securities Exchange Act of 1934, as amended, is contained in the Company
Notice and is incorporated herein by reference.
The Company Notice and the Purchase Notice contain important information
that holders should read before making any decision with respect to the
tender offer.
Copies of the Company Notice and the Purchase Notice are being mailed to
holders of record and will be furnished to brokers, dealers, commercial
banks, trust companies and other nominees and similar persons whose names, or
the names of whose nominees, appear on the Company's noteholder list or, if
applicable, who are listed as participants in a clearing agency's security
position listing, for subsequent transmittal to beneficial owners of
Securities. Additional copies of the Company Notice, Purchase Notice and
other tender offer materials may be obtained at the Company's expense from
the Depositary at the address and telephone number below. Any questions
regarding the surrender of the Securities or requests for assistance
regarding the same may be directed to the Depositary at its telephone number
and address below. Holders may also contact their broker, dealer, commercial
bank, trust company or nominee for assistance concerning the tender offer.
The Depositary for the tender offer is:
JPMORGAN CHASE BANK, N.A.
ITS Bond Events
2001 Bryan Street, 9th Floor
Dallas, TX 75201
800-275-2048
July 5, 2005
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