TORONTO, March 8, 2016 /PRNewswire/ - Celestica Inc.
(NYSE, TSX: CLS), a global leader in the delivery of end-to-end
product lifecycle solutions, today announced that the Toronto Stock
Exchange has accepted the Company's amended notice of intention to
make a Normal Course Issuer Bid (the Bid). The notice has been
amended to permit the repurchase by the Company of its subordinate
voting shares under one or more program share repurchases (each a
PSR) during the term of the Bid, pursuant to the terms of an
exemptive relief order of the Ontario Securities Commission (the
OSC Order).
In connection with each PSR, the Company will enter into an
agreement (each an Agreement) with Citibank, N.A.,
Canada Branch (Canada Branch) to repurchase its subordinate
voting shares (Purchased Shares). Pursuant to the terms of each
Agreement, the Company will pay an amount (the Amount) to
Canada Branch at the outset of the
applicable PSR and Canada Branch
will then acquire subordinate voting shares in the open market for
its own account. All purchases made by Canada Branch or its agents on the Toronto
Stock Exchange pursuant to the PSR must be made in accordance with
the rules applicable to the Bid, subject to limited exceptions as
provided in the OSC Order. The Company and any other
non‑independent purchasing agent acting on behalf of the Company
are prohibited from purchasing any subordinate voting shares during
the term of the PSR. Any subordinate voting shares acquired by or
on behalf of Canada Branch
pursuant to the PSR will not be voted in respect of any matters on
which a holder of subordinate voting shares is entitled to vote.
Upon completion of the PSR, Canada
Branch will deliver to the Company such quantity of Purchased
Shares as determined by dividing (i) the Amount by (ii) a
volume-weighted average price per subordinate voting share during
the term of the PSR (VWAP) less a negotiated discount. However,
each Agreement will provide that under certain conditions, the
Purchased Shares will be acquired by the Company at VWAP with no
discount.
The Company will acquire the Purchased Shares from Canada Branch under its previously announced
Bid, which commenced on February 24,
2016 and authorized purchases of up to 10,510,680
subordinate voting shares. Upon their delivery, all Purchased
Shares will be cancelled by the Company.
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 www.celestica.com. The
Company's securities filings can also be accessed at www.sedar.com
and www.sec.gov.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements,
including those related to the Company's intention to commence and
complete PSRs and the terms of each Agreement, including the
timing, quantity, reference price and method of calculating the
reference price for repurchases, if any, of subordinate voting
shares under PSRs. 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, the Company claims the protection of
the safe harbor for forward-looking statements contained in the
U.S. Private Securities Litigation Reform Act of 1995 and
applicable Canadian securities laws. 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. Forward-looking statements are not guarantees
of future performance and are subject to risks that could cause
actual results to differ materially from conclusions, forecasts or
projections expressed in such statements, including, among others,
risks related to the Company's future capital requirements, market
and general economic conditions, demand for the Company's
customers' products, and unforeseen legal or regulatory
developments. These and other material 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 in the Company's
interim Management's Discussion and Analysis of Financial Condition
and Results of Operations, the Company's most recent Annual Report
on Form 20-F filed with, and subsequent reports on Form 6-K
furnished to, the U.S. Securities and Exchange Commission, and the
Company's Annual Information Form filed with the Canadian
Securities Administrators. The forward-looking statements contained
in this press release are based on various assumptions, many of
which involve factors that are beyond the Company's control. The
material assumptions include that the timing, quantity, reference
price and method of calculating the reference price for repurchases
will not be revised pursuant the terms of each Agreement, as well
as assumptions related to the following: the Company's view with
respect to the Company's financial condition and prospects; the
stability of general economic and market conditions; currency
exchange rates and interest rates; the availability of sufficient
cash on hand, from time to time, to fund the Amount; the existence
of alternative uses for the Company's cash resources which may be
superior to effecting repurchases under the Bid; compliance by
third parties with their contractual obligations and the accuracy
of their representations and warranties; and compliance by all
relevant parties with applicable laws, regulations, exemptive
relief orders (including the OSC Order) and stock exchange rules
pertaining to the PSR and the Bid. While management believes these
assumptions to be reasonable under the current circumstances, they
may prove to be inaccurate. Except as required by applicable law,
the Company disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
SOURCE Celestica Inc.