FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

For the month of June, 2015

 

001-14832

(Commission File Number)

 


 

CELESTICA INC.

(Translation of registrant’s name into English)

 


 

844 Don Mills Road

Toronto, Ontario

Canada M3C 1V7

(416) 448-5800

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F  x

 

Form 40-F  o

 

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

 

 



 

Furnished Herewith (and incorporated by reference herein)

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release, dated June 5, 2015, announcing final results of substantial issuer bid.

 

The information furnished in this Form 6-K is not incorporated by reference into any registration statement (or into any prospectus that forms a part thereof) filed by Celestica Inc. with the Securities and Exchange Commission.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

CELESTICA INC.

 

 

 

 

 

 

Date:  June 5, 2015

BY:

/S/ ELIZABETH L. DELBIANCO

 

 

Elizabeth L. DelBianco

 

 

Chief Legal and Administrative Officer

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release, dated June 5, 2015, announcing final results of substantial issuer bid.

 

4


Exhibit 99.1

 


 


 

FOR IMMEDIATE RELEASE

Friday June 5, 2015

 

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.

 

Contacts:

 

Celestica Communications

Celestica Investor Relations

(416) 448-2200

(416) 448-2211

media@celestica.com

clsir@celestica.com

 




The information that you are accessing on this website may include forward-looking statements related to our future growth, trends in our industry, our financial and operational results and performance that are based on current expectations, forecast and assumptions involving risk and uncertainties that could cause actual outcomes and results to differ materially.


Read the full Cautionary Note here