TORONTO, Canada - Celestica Inc. (NYSE, TSX: CLS), a global
leader in the delivery of end-to-end product lifecycle
solutions, today announced that it has taken up and paid for
22,435,897 subordinate voting shares ("Shares") at a price of
US$7.80 per Share (the "Purchase Price") under Celestica's
"modified Dutch auction" substantial issuer bid to purchase
for cancellation up to US$175,000,000 of its Shares (the
The Shares purchased under the Offer represent approximately
12.05% of the Shares issued and outstanding as of December 3,
2012. After giving effect to the Offer, as of that
date, Celestica had 163,792,303 subordinate voting shares and
18,946,368 multiple voting shares issued and outstanding.
As the Offer was oversubscribed, successfully tendering
shareholders had approximately 89.95% of their Shares
purchased by Celestica, except that "odd lot" tenders were
not subject to pro-ration. Any Shares tendered and not
purchased will be returned to shareholders promptly by
Computershare Investor Services Inc., as depositary for the
Offer (the "Depositary").
Payment and settlement of the purchased Shares will be
effected to registered shareholders by the Depositary in
accordance with the Offer.
Scotia Capital Inc. and Scotia Capital (USA) Inc. acted as
dealer managers in connection with the Offer in Canada and
the United States, respectively.
Celestica is authorized to purchase additional Shares from
time to time pursuant to its normal course issuer bid, but
under U.S. securities laws no such additional purchases may
be made prior to December 18, 2012.
Celestica is dedicated to delivering end-to-end product
lifecycle solutions to drive our customers' success.
Through our simplified global operations network and
information technology platform, we are solid partners who
deliver informed, flexible solutions that enable our
customers to succeed in the markets they serve.
Committed to providing a truly differentiated customer
experience, our agile and adaptive employees share a proud
history of demonstrated expertise and creativity that
provides our customers with the ability to overcome any
challenge. For further information on Celestica, visit
our website at www.celestica.com. Celestica's securities
filings can also be accessed at www.sedar.com and www.sec.gov.
Celestica Safe Harbour and Fair Disclosure Statement
This news release may contain forward-looking statements
related to our plans, objectives, expectations and
intentions, including our expectations regarding the timing
of payment and settlement for Shares to be purchased under
the Offer and other statements contained in this release that
are not historical facts. Such forward-looking
statements are predictive in nature and may be based on
current expectations, forecasts or assumptions involving
risks and uncertainties that could cause actual outcomes and
results to differ materially from the forward-looking
statements themselves. Such forward-looking statements
may, without limitation, be preceded by, followed by, or
include words such as "believes", "expects", "anticipates",
"estimates", "intends", "plans", "continues", or similar
expressions, or may employ such future or conditional verbs
as "may", "will", "should" or "would", or may otherwise be
indicated as forward-looking statements by grammatical
construction, phrasing or context. For those
statements, we claim the protection of the safe harbor for
forward-looking statements contained in applicable Canadian
securities legislation. Forward-looking statements are
not guarantees of future performance. These statements
are based on our current beliefs or expectations, including
without limitation, our assumptions, beliefs and expectations
regarding Celestica's capital requirements, market and
general economic conditions, demand for our customers'
products and the absence of unforeseen legal or regulatory
developments. These statements are inherently subject
to significant risks, uncertainties and changes in
circumstances, many of which are beyond the control of
Celestica. Our actual results may differ materially
from those expressed or implied by such forward-looking
statements, including as a result of changes in global,
political, economic, business, competitive, market and
regulatory factors. These and other risks and
uncertainties, as well as other information related to
Celestica, are discussed in our various public filings at www.sedar.com, including our
Annual Report on Form 20-F filed with the Canadian securities
regulators. Forward-looking statements are provided for
the purpose of providing information about management's
current expectations and plans relating to the future.
Readers are cautioned that such information may not be
appropriate for other purposes. Except as required by
applicable law, we disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.