(All amounts in U.S. dollars)
TORONTO, Nov. 16, 2012 /PRNewswire/ - Celestica Inc. (NYSE, TSX: CLS), a global leader in the delivery of end-to-end product lifecycle solutions, today announced that it has waived a condition to its previously announced substantial issuer bid (the "Offer").
Celestica has waived the condition that would have permitted the Offer to be withdrawn should Celestica determine, in its sole judgment, acting reasonably, that the purchase price per subordinate voting share (a "Share") under the Offer exceeds the fair market value of a Share as of the expiration date of the Offer, determined without reference to the Offer. This condition has been waived because it is not capable of independent verification and therefore may not be appropriate under the U.S. regulations applicable to the Offer as it does not provide tendering shareholders with reasonable specificity as to the condition.
Celestica commenced the Offer to purchase for cancellation up to 25,000,000 of its Shares for an aggregate purchase price not exceeding US$175,000,000 on October 29, 2012. The Offer is being conducted through a "modified Dutch auction" within a price range of not less than US$7.00 per Share and not more than US$8.00 per Share (in increments of US$0.10 per Share within that range). Celestica has not revised the specified price range for tenders pursuant to the Offer.The "modified Dutch auction" tender process allows shareholders to individually select the price, within the specified range, at which they are willing to sell their Shares. When the Offer expires, Celestica will select the lowest purchase price that will allow it to purchase the maximum number of Shares properly tendered to the Offer, and not properly withdrawn, having an aggregate purchase price not exceeding US$175,000,000. If Shares with an aggregate purchase price of more than US$175,000,000 are properly tendered and not properly withdrawn, Celestica will purchase the Shares on a pro rata basis except that "odd lot" tenders (of holders beneficially owning fewer than 100 Shares) will not be subject to pro-ration. The Offer is not conditional on any minimum number of Shares being tendered to the Offer, but is subject to other conditions customary for a transaction of this nature. The Offer will remain open for acceptance until 5:00 p.m. (EST) on December 3, 2012, unless withdrawn or extended by Celestica. A complete description of the terms and conditions of the Offer are contained in the Offer to Purchase, Issuer Bid Circular and other related documents, including any amendments thereto, filed with the applicable Canadian provincial and territorial securities commissions and the U.S. Securities and Exchange Commission and mailed to shareholders on October 29, 2012. The Offer documents are available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, and on Celestica's website at www.celestica.com. The Celestica Board has authorized the making of the Offer. Neither Celestica nor its Board makes any recommendation to shareholders as to whether to tender or refrain from tendering their Shares to the Offer. Shareholders are urged to consult their own financial, tax and legal advisors and to make their own decisions whether to tender or to refrain from tendering their Shares to the Offer and, if so, how many Shares to tender and at what price or prices.
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