UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Amendment No. 3)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934

CELESTICA INC.

(Name of Subject Company (issuer))

Celestica Inc. (Issuer)

(Name of Filing Persons (identify status as offeror, issuer or other person))

Subordinate Voting Shares
(Title of Class of Securities)

15101Q108
(CUSIP Number of Class of Securities)

Celestica Inc.
Attention: Elizabeth L. DelBianco

Executive Vice President, Chief Legal and Administrative Officer
844 Don Mills Road

Toronto, Ontario, Canada M3C 1V7

(416) 448-2211
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)

Copy to:

Joel I. Greenberg, Esq.
Kaye Scholer LLP
250 West 55th Street
New York, NY  10019-9710
(212) 836-8000

CALCULATION OF FILING FEE

Introduction

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (“SEC”) on April 27, 2015 (the “Schedule TO”), as amended and supplemented by Amendment No. 1 to the Schedule TO filed on May 7, 2015 (“Amendment No. 1”) and Amendment No. 2 to the Schedule TO filed on June 2, 2015 (“Amendment No. 2”) by Celestica Inc., a corporation organized under the laws of the province of Ontario, Canada (“Celestica” or the “Corporation”).  The Schedule TO relates to the offer by Celestica (the “Offer”), to the holders of its subordinate voting shares, to purchase up to an aggregate amount of US$350,000,000 of such shares at a price of not more than US$13.30 per share and not less than US$11.70 per share in cash (subject to any applicable withholding taxes), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 27, 2015, the accompanying Issuer Bid Circular, and the related Letter of Transmittal and Notice of Guaranteed Delivery which, collectively, as amended or supplemented from time to time, constitute the “Offer Documents.”

This Amendment No. 3 is intended to satisfy the requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended.

The information contained in the Offer Documents, including all schedules and annexes thereto, which were previously filed with the Schedule TO, and the information in Amendment No. 1 and Amendment No. 2, is hereby expressly incorporated by reference into this Amendment No. 3, except that such information is hereby amended and supplemented to the extent specifically provided for herein.

Item 11. Additional Information

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

On June 5, 2015, Celestica Inc. issued a press release announcing the final results of the Offer, which expired at 5:00 p.m. Eastern time on June 1, 2015.  A copy of the press release is filed as Exhibit (a)(8) and is incorporated herein by reference.

Item 12.  Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit to the exhibit index:

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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.

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EXHIBIT INDEX

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*                                         Previously filed with Schedule TO on April 27, 2015.

**                                  Previously filed with Amendment No. 1 on May 7, 2015

***                           Previously filed with Amendment No. 2 on June 2, 2015

(1) Incorporated by reference to the Corporation’s Annual Report on Form 20-F filed on March 13, 2015.

(2) Incorporated by reference to the Corporation’s SC TO-I filed on October 29, 2012.

(3) Incorporated by reference to the Corporation’s Form 6-K filed on July 9, 2014.

(4) Incorporated by reference to the Corporation’s Annual Report on Form 20-F filed on March 23, 2010, File No. 001-14832.

(5) Incorporated by reference to the Corporation’s Annual Report on Form 20-F filed on March 25, 2008, File No. 001-14832.

(6) Incorporated by reference to the Corporation’s Annual Report on Form 20-F filed on March 14, 2014.

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Exhibit (a)(8)

Celestica Announces Final Results of its US$350 million

Substantial Issuer Bid

TORONTO, Canada - Celestica Inc. (NYSE, TSX: CLS), a global leader in the delivery of end-to-end product lifecycle solutions, today announced the final results of its “modified Dutch auction” substantial issuer bid (the “Offer”) to purchase for cancellation up to US$350 million of its subordinate voting shares (“Shares”), which expired at 5:00 p.m. (Eastern time) on June 1, 2015.

Based on the final count by Computershare Investor Services Inc., the depositary for the Offer (the “Depositary”), Celestica has taken up and paid for 26,315,789 Shares at a price of US$13.30 per Share (the “Purchase Price”), for an aggregate cost of approximately US$350 million excluding fees and expenses relating to the Offer.

The Shares purchased under the Offer represent approximately 17.5% of the Shares issued and outstanding as of June 4, 2015. After giving effect to the Offer, as of that date, Celestica had 123,953,349 Shares and 18,946,368 multiple voting shares issued and outstanding.

Based on the final count by the Depositary, a total of 28,404,044 Shares were properly tendered and not properly withdrawn at or below the Purchase Price. However, as the Offer was oversubscribed, successfully tendering shareholders had approximately 92.6% of their successfully tendered Shares purchased by Celestica, other than “odd lot” tenders, which were not subject to pro-ration.

Payment for the purchased Shares will be effected by the Depositary in accordance with the Offer and applicable law. Any Shares tendered and not purchased will be returned to shareholders promptly by the Depositary.

Scotia Capital Inc. and Scotia Capital (USA) Inc. acted as dealer managers in connection with the Offer in Canada and the United States, respectively.

About Celestica

Celestica is dedicated to delivering end-to-end product lifecycle solutions to drive our customers’ success. Through our simplified global operations network and information technology platform, we are solid partners who deliver informed, flexible solutions that enable our customers to succeed in the markets they serve. Committed to providing a truly differentiated customer experience, our agile and adaptive employees share a proud history of demonstrated expertise and creativity that provides our customers with the ability to overcome complex challenges. For further information about Celestica, visit our website at www.celestica.com. Our securities filings can also be accessed at www.sedar.com and www.sec.gov.

Cautionary Note Regarding Forward-Looking Statements

This news release may contain forward-looking statements that are not historical facts. Such forward-looking statements are predictive in nature and may be based on current expectations, forecasts or assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially from the forward-looking statements themselves, including assumptions regarding the completeness and accuracy of information provided by the Depositary in respect of the Offer and Celestica’s share capital. Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “continues”, “project”, “potential”, “possible”, “contemplate”, “seek”, or similar expressions, or may employ such future or conditional verbs as “may”, “might”, “will”, “could”, “should” or “would”, or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context.  For those statements, we claim the protection of the safe harbor for forward-looking statements contained in applicable Canadian securities laws. Forward-looking statements are not guarantees of future performance. These statements are inherently subject to significant risks, uncertainties and changes in circumstances, many of which are beyond the control of Celestica, and could cause actual results to differ materially from conclusions, forecasts or projections expressed in such statements, including, among others, risks related to Celestica’s future capital requirements, market and general economic conditions, demand for our customers’ products, and unforeseen legal or regulatory developments. In addition, our actual results may differ materially from those expressed or implied by such forward-looking statements, including as a result of changes in global, political, economic, business, competitive, market and regulatory factors. These and other risks and uncertainties, as well as other information related to Celestica, are discussed in our various public filings at www.sedar.com and www.sec.gov, including in our interim MD&A, our Annual Report on Form 20-F and subsequent reports on Form 6-K filed with or furnished to (as applicable) the U.S. Securities and Exchange Commission, and our Annual Information Form filed with the Canadian Securities Administrators. Forward-looking statements are provided for the purpose of assisting readers in understanding management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Except as required by applicable law, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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