TORONTO, Feb. 22, 2016 /CNW/ - Celestica Inc. (NYSE, TSX:
CLS), a global leader in the delivery of end-to-end product
lifecycle solutions, today announced the Toronto Stock Exchange
(the TSX) has accepted the Company's notice to launch its
previously announced Normal Course Issuer Bid (the Bid).
Under the Bid, the Company may repurchase on the open market (or
as otherwise permitted), at its discretion during the period
commencing on February 24, 2016 and
ending on the earlier of February 23,
2017 and the completion of purchases under the Bid, up to
10,510,680 subordinate voting shares, representing approximately
8.4% of the Company's outstanding subordinate voting shares (7.3%
of the subordinate voting shares and multiple voting shares) and
approximately 10% of the "public float" of the subordinate voting
shares (within the meaning of the rules of the TSX), subject to the
normal terms and limitations of such bids. Under the TSX rules, the
average daily trading volume of the subordinate voting shares on
the TSX during the six months ended January
31, 2016 was 303,839 and, accordingly, daily purchases on
the TSX pursuant to the Bid will be limited to 75,959 subordinate
voting shares, other than purchases made pursuant to the block
purchase exception. The actual number of subordinate voting
shares which may be purchased pursuant to the Bid and the timing of
any such purchases will be determined by the management of the
Company, subject to applicable law and the rules of the TSX.
In accordance with the TSX rules, the maximum number of subordinate
voting shares which may be repurchased for cancellation under the
Bid will be reduced by the number of subordinate voting shares
purchased for delivery pursuant to stock-based compensation
plans.
Purchases are expected to be made through the facilities of the
New York Stock Exchange and the Toronto Stock Exchange, or such
other permitted means (including through alternative trading
systems in Canada), at prevailing
market prices or as otherwise permitted. The Bid will be
funded using existing cash resources and draws on its credit
facility, and any subordinate voting shares repurchased by the
Company under the Bid will be cancelled.
As of February 9, 2016, the
Company had 124,526,576 issued and outstanding subordinate voting
shares and a "public float" (within the meaning of the rules of the
TSX) of 105,106,804 subordinate voting shares.
The Company believes that the purchases are in the best interest
of the Company and constitute a desirable use of its funds.
The Company previously implemented a normal course issuer bid
for its subordinate voting shares which expired on September 10, 2015. In the past 12 months
under its prior bid, the Company repurchased and cancelled 796,800
subordinate voting shares at a weighted average price of
C$14.85 per subordinate voting share
and repurchased 480,000 subordinate voting shares for delivery
pursuant to the Company's stock-based compensation plans. In
addition, in June 2015, the Company
repurchased and cancelled approximately 26.3 million subordinate
voting shares pursuant to a substantial issuer bid.
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 the
Bid and the timing and quantity of any purchases of subordinate
voting shares under the Bid. 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 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 Annual Report on Form 20-F
and subsequent reports on Form 6-K filed with or furnished to (as
applicable) 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 those related to the following: the
Company's view with respect to its financial condition and
prospects; the stability of general economic and market conditions;
currency exchange rates and interest rates; the availability of
cash for repurchases of outstanding subordinate voting shares under
the Bid; 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 compliance with applicable laws and regulations
pertaining to 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.