Celestica Announces Proposed Secondary Offering of Subordinate Voting Shares by Onex Corporation
August 01 2023 - 4:39PM
Celestica Inc. (“Celestica”) (NYSE, TSX: CLS), a leader in design,
manufacturing, hardware platform and supply chain solutions for the
world's most innovative companies, announced today that Onex
Corporation, its controlling shareholder, intends to offer for sale
6,757,198 of Celestica’s subordinate voting shares (“SVS”),
substantially all of which will be issued upon conversion of a
corresponding number of Celestica’s multiple voting shares into
SVS. Celestica is not selling any shares and will not receive any
proceeds from the proposed offering.
BofA Securities will act as the underwriter for the proposed
offering.
The offering is being made in the United States
only by means of a prospectus supplement to a base prospectus
forming a part of an effective registration statement on Form
F-3ASR (File No. 333-273467) filed with the United States
Securities and Exchange Commission (the “SEC”). Prospective
investors in the United States should read the base prospectus,
registration statement, the prospectus supplement related to this
offering and the documents incorporated by reference therein. You
may obtain these documents for free on EDGAR on the SEC website at
www.sec.gov. Alternatively, copies of the base prospectus and, when
available, the prospectus supplement relating to this offering may
also be obtained from BofA Securities, NC1-022-02-25, 201 North
Tryon Street, Charlotte, NC 28255-0001, Attention: Prospectus
Department by email at dg.prospectus_requests@bofa.com.
This offering is being made in Canada only by
means of a prospectus supplement, together with a short form base
shelf prospectus for the province of Québec and an amended and
restated short form base shelf prospectus for all other provinces
and territories of Canada. Prospective investors in Canada should
read the short form base shelf prospectus and the amended and
restated base shelf prospectus of Celestica filed with the Canadian
securities regulatory authorities on May 30, 2023, the prospectus
supplement thereto relating to the offering and the documents
incorporated by reference therein. You may obtain these documents
for free on SEDAR+ at www.sedarplus.ca.
This press release does not constitute an offer
for sale of securities or a solicitation for offers to buy any
Celestica securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. Any public offering of
securities in the United States or Canada will be made solely by
means of the applicable prospectus and prospectus supplement.
About Celestica
Celestica enables the world's best brands.
Through our recognized customer-centric approach, we partner with
leading companies in Aerospace and Defense, Communications,
Enterprise, HealthTech, Industrial, and Capital Equipment to
deliver solutions for their most complex challenges. As a leader in
design, manufacturing, hardware platform and supply chain
solutions, Celestica brings global expertise and insight at every
stage of product development - from the drawing board to full-scale
production and after-market services. With talented teams across
North America, Europe and Asia, we imagine, develop and deliver a
better future with our customers.
Cautionary Note Regarding
Forward-looking Statements
This news release contains forward-looking
information related to our plans, objectives, expectations and
intentions, including our expectations regarding the details and
timing of the proposed offering; the number of SVS subject to the
offering; the terms and jurisdictions of the offering; 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", "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
U.S. and Canadian securities laws. 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: Celestica's future capital
requirements, market and general economic conditions, and its
ability to obtain regulatory approvals. 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.sedarplus.ca and www.sec.gov, including in
our interim Management’s Discussion and Analysis of Financial
Condition and Results of Operations, our 2022 Annual Report on Form
20-F and subsequent reports on Form 6-K filed with or furnished to
(as applicable) the SEC, and as applicable, the securities
commissions or similar securities regulatory authorities in each of
the provinces and territories of Canada. 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. The forward-looking statements contained in
this press release speak only as of the date of this release, and
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 Global Communications
(416) 448-2200
media@celestica.com
Celestica Investor Relations
(416) 448-2211
clsir@celestica.com
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