Celestica Inc. announces cash tender offer for its 7.875% Senior Subordinated Notes due 2011



    
    (All amounts in U.S. dollars. Per share information based on diluted
    shares outstanding unless noted otherwise.)
    

    TORONTO, Feb. 26 /CNW/ - Celestica Inc. ("Celestica") (NYSE, TSX: CLS), a
global leader in the delivery of end-to-end product lifecycle solutions, today
announced the commencement of a modified "Dutch Auction" tender offer (the
"Offer") for a portion of its outstanding 7.875% Senior Subordinated Notes due
2011 (the "Notes"). A summary of the offer is outlined below:

    
    -------------------------------------------------------------------------
                                                                   Total
                           Principal                 Early     Consideration
    Title of  CUSIP        Amount         Tender     Tender     Acceptable
    Security  Number     Outstanding(1)    Cap      Payment(2)  Range(2)(3)
    --------  ------     --------------   ------    ---------- -------------

    7-7/8%   15101QAB4    $489,435,000  $150,000,000   $20     $960 to $1,010
    Senior
    Subordi-
    nated
    Notes
    due
    2011

    (1) Aggregate principal amount outstanding as of February 26, 2009.
    (2) Per $1,000 principal amount of Notes accepted for purchase.
    (3) Includes the Early Tender Payments.
    

    Celestica is offering to purchase, for cash, up to $150,000,000 (the
"Tender Cap") in aggregate principal amount of the Notes, in accordance with
the modified Dutch Auction procedures, described below. As of February 26,
2009, approximately $489.4 million aggregate principal amount of Notes were
outstanding.
    The Offer will expire at 5:00 p.m. New York City time on March 26, 2009,
unless extended or earlier terminated by Celestica (such date and time, as the
same may be extended, the "Expiration Date"). The Offer is subject to the
satisfaction of certain conditions as described in the offer to purchase dated
February 26, 2009 (as it may be amended or supplemented from time to time, the
"Offer to Purchase") and related letter of transmittal (as it may be amended
or supplemented from time to time, the "Letter of Transmittal"). Holders must
validly tender and not validly withdraw their Notes at or prior to 5:00 p.m.,
New York City time on March 11, 2009, unless extended by Celestica (such date
and time, as the same may be extended, the "Early Tender Date"), in order to
be eligible to receive the Total Consideration for their Notes.
    The "Total Consideration" for each $1,000 principal amount of Notes
validly tendered (and not validly withdrawn) pursuant to the Offer at or prior
to the Early Tender Date and which are accepted for purchase by Celestica
pursuant to the Offer (subject to proration) will be equal to the Clearing
Price (as defined below). The Total Consideration includes an amount (the
"Early Tender Payment") equal to $20 for each $1,000 principal amount of Notes
accepted for purchase. The "Tender Offer Consideration" for each $1,000
principal amount of Notes validly tendered pursuant to the Offer (and not
validly withdrawn) after the Early Tender Date and at or prior to the
Expiration Date and accepted for purchase by Celestica will consist of the
Total Consideration less the Early Tender Payment. Notes tendered may be
validly withdrawn at any time at or prior to 5:00 p.m. New York City time on
March 11, 2009, unless extended by Celestica (such date and time, as the same
may be extended, the "Withdrawal Rights Deadline"), but not thereafter, except
in the limited circumstances discussed in the Offer to Purchase.
    The Offer is being conducted as a modified "Dutch Auction." This means
that holders who elect to participate must specify the price they would be
willing to receive in exchange for each $1,000 principal amount of Notes they
choose to tender in the Offer. The price that holders specify for each $1,000
principal amount of Notes must be in increments of $5.00, and must be within a
range of $960 (the "Minimum Offer Price") to $1,010 (the "Maximum Offer
Price") per $1,000 principal amount of Notes. Holders who do not specify a
price will be deemed to have specified a price equal to the Minimum Offer
Price in respect of Notes tendered and to accept the Clearing Price determined
by Celestica in accordance with the terms of the Offer to Purchase. Tenders of
Notes for which a price is specified below the Minimum Offer Price or in
excess of the Maximum Offer Price will not be accepted and will not be used
for the purpose of determining the Clearing Price. Tenders of Notes not
submitted in whole increments of $5.00 will be rounded down to the nearest
$5.00 increment.
    Celestica, if it accepts Notes in the Offer, will accept Notes validly
tendered (and not validly withdrawn) in the order of the lowest to the highest
tender prices specified by tendering holders (in increments of $5.00), and
will select the single lowest price (the "Clearing Price") for each $1,000
principal amount of Notes to enable Celestica to purchase the principal amount
of Notes equal to the $150,000,000 Tender Cap (or, if Notes in a principal
amount less than the Tender Cap are validly tendered, all Notes so tendered).
The price at which Notes were validly tendered (before the subtraction of the
Early Tender Payment with respect to Notes validly tendered after the Early
Tender Date) will be used for the purpose of determining the Clearing Price
and proration as described below. Celestica will pay the same price (subject
to adjustment, as described below) for all Notes validly tendered and not
validly withdrawn at or below the Clearing Price and accepted for purchase by
Celestica in the Offer, except the price paid for Notes validly tendered (and
not validly withdrawn) after the Early Tender Date but at or prior to the
Expiration Date will be reduced by the Early Tender Payment set out above.
    If the aggregate principal amount of the Notes validly tendered at or
below the Clearing Price and not validly withdrawn exceeds the Tender Cap,
then, subject to the terms and conditions of the Offer, Celestica, if it
accepts Notes in the Offer, will accept for purchase, first, Notes validly
tendered (and not validly withdrawn) at prices (in increments of $5.00) below
the Clearing Price and, thereafter, Notes validly tendered (and not validly
withdrawn) at the Clearing Price on a prorated basis according to the
principal amount of such Notes. All Notes not accepted as a result of
proration and all Notes tendered at prices in excess of the Clearing Price
will be rejected from the Offer and will be returned to tendering Holders at
our expense promptly following the earlier of the Expiration Date or the date
on which the Offer is terminated. We will make appropriate adjustments
downward to the nearest $1,000 principal amount to avoid purchases of Notes in
principal amounts other than integral multiples of $1,000.
    Holders whose Notes are accepted by the Company for purchase pursuant to
the Offer, will also be eligible to receive accrued and unpaid interest on
their Notes accepted for purchase, up to, but excluding, the date of payment
of the applicable consideration (the "Settlement Date"). The Settlement Date
for the Offer will occur promptly following the Expiration Date.
    The terms and conditions of the Offer are described in the Offer to
Purchase and in the related Letter of Transmittal. Questions regarding the
Offer may be directed to Banc of America Securities LLC, Global Debt Advisory
Services, at 888-292-0070 (U.S. toll-free) and 704-388-9217 (collect). Copies
of the Offer to Purchase and Letter of Transmittal may be obtained from the
Information Agent for the Offer, Global Bondholder Services Corporation, at
866-389-1500 (U.S. toll-free) and 212-430-3774 (collect).
    This press release is for informational purposes only. This announcement
does not constitute an offer to purchase or a solicitation of any offer to
sell the Notes or any other securities. The Offer is being made solely by the
Offer to Purchase, dated February 26, 2009, and the related Letter of
Transmittal.
    The Offer is not being made to holders of Notes in any jurisdiction in
which the making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. In any jurisdiction
in which the securities laws or blue sky laws require the Offer to be made by
a licensed broker or dealer, the Offers will be deemed to be made on behalf of
Celestica, as the case may be, by the dealer manager, or one or more
registered brokers or dealers that are licensed under the laws of such
jurisdiction.

    
    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 any challenge.

    
    Safe Harbour and Fair Disclosure Statement
    ------------------------------------------
    

    Statements contained in this press release which are not historical facts
are forward-looking statements. 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," 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 the
U.S. Private Securities Litigation Reform Act of 1995 and in any applicable
Canadian securities legislation. Forward looking statements are not guarantees
of future performance. Risks and uncertainties, as well as other information
related to the Company, are discussed in the Company's various public filings
at www.sedar.com and 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 and our Annual Information Form filed with the Canadian Securities
Commissions. 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.

    %SEDAR: 00010284E




For further information:

For further information: Laurie Flanagan, Celestica Global
Communications, (416) 448-2200, media@celestica.com; Paul Carpino, Celestica
Investor Relations, (416) 448-2211, clsir@celestica.com

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