CELESTICA INC CLS

expiry = 2012-12-03...d/or Notices of Variation, if any (which documents, together with the Offer to Purchase and the Circular, collectively constitute the "Offer"). The Offer will commence on the date set forth below and expire at 5:00 p.m. (Eastern time) on December 3, 2012, unless withdrawn, extended or varied by Celestica (such time on such date, the "Expiration Date"). The Offer is not conditional upon any minimum number of Shares being tendered. The Offer is, however, subject to other conditions, and Cele...

expiry = 2012-12-03...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 The Offer will remain open for acceptance until 5:00 p.m. (EST) on December 3, 2012, unless withdrawn or extended by Celestica.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 wi...

listed = True...of the opinion of Scotia Capital Inc. is qualified in its entirety by reference thereto. 26 Additional Securities Law Considerations Celestica is a reporting issuer (or the equivalent thereof) in each of the provinces and territories of Canada, and the Shares are listed on the TSX. Celestica believes that the purchase of Shares pursuant to the Offer will not result in: (i) Celestica ceasing to be a reporting issuer in any jurisdiction in Canada, or (ii) the Shares being delisted from the TSX. The Shares are also registered under Section 12(b) of the Exchange Act and are traded on the NYSE. Celestica believes that...

mechanism = DUTCH...rests of the Corporation and its Shareholders. See "Issuer Bid Circular — Purpose and Effect of the Offer". What will the Purchase Price for the Shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a "modified Dutch auction". This procedure allows Shareholders to select the price within a price range specified by Celestica at which Shareholders are willing to sell their Shares. The price range for the Offer is US$7.00 to US$8.00 per Share. We will select the lowest Purchase Price that will allow us to purchase the maximum number of Shares properly tendered...

mechanism = DUTCH...ith 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, withi...

mechanism = DUTCH...December 4, 2012 Celestica Announces Successful US$175 million Substantial Issuer Bid TORONTO, Canada - Celestica Inc. (NYSE, TSX: CLS), a global leader in the delivery of end-to-end product lifecycle solutions, today announced the preliminary results of its “modified Dutch auction” substantial issuer bid (the “Offer”) to purchase for cancellation up to US$175,000,000 of its subordinate voting shares (“Shares”), which expired at 5:00 p.m. (Eastern time) on December 3, 2012. All the terms and conditions of the Offer have been complied with or waived and, based on a preliminary count by Computershare Investor Service...

mechanism = DUTCH..., TSX: CLS), a global leader in the delivery of end-to-end product lifecycle solutions, today announced that it has taken up and paid for 22,435,897 subordinate voting shares (“Shares”) at a price of US$7.80 per Share (the “Purchase Price”) under Celestica’s “modified Dutch auction” substantial issuer bid to purchase for cancellation up to US$175,000,000 of its Shares (the “Offer”). The Shares purchased under the Offer represent approximately 12.05% of the Shares issued and outstanding as of December 3, 2012. After giving effect to the Offer, as of that date, Celestica had 163,792,303 subordinate voting shares and...

price = USD 7.0-8.0...wyer, accountant or other professional advisor. OFFER TO PURCHASE FOR NOT MORE THAN US$175,000,000 IN CASH UP TO 25,000,000 OF ITS SUBORDINATE VOTING SHARES AT A PURCHASE PRICE OF NOT LESS THAN US$7.00 AND NOT MORE THAN US$8.00 PER SUBORDINATE VOTING SHARE Celestica Inc. ("Celestica", the "Corporation", "we" or "us") invites its shareholders (the "Shareholders") to tender, for purchase and cancellation by the Corporation, subordinate voting sh...

price = USD 7.0-8.0...ts 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...

price = USD 7.0-8.0...92,303. Shareholders of Celestica had the opportunity to tender Shares until 5:00 p.m. (Eastern time) on December 3, 2012, by electing an auction tender at a price of their choice between US$7.00 and US$8.00 per Share or, alternatively, by electing a purchase price tender at which they could sell their Shares at the Purchase Price to be determined by the Corporation pursuant to the Offer. Approximately 34,655,806 Shares were properly...

threshold = 100...Shareholders (with adjustments to avoid the purchase of fractional Shares), except that "Odd Lot" tenders of Successfully Tendered Shares will not be subject to pro-ration. See "Offer to Purchase — Number of Shares and Pro-Ration". 1 What do I do if I own an "Odd Lot" of Shares? If you beneficially own fewer than 100 Shares as of the Expiration Date and you tender all such Shares, we will accept for purchase, without pro-ration but otherwise subject to the terms and conditions of the Offer, all of your Shares properly tendered pursuant to an Auction Tender at or below the Purchase Price or pursuant to a Purchase Price Tender. You should check the appropriat...

threshold = 100...rawn, 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 comp...

threshold = 100...pproximately 34,655,806 Shares were properly tendered to the Offer. As the Offer was oversubscribed, successfully tendering shareholders will have the number of Shares purchased pro-rated following determination of the final results of the Offer, except that “odd lot” tenders (of holders beneficially owning fewer than 100 Shares) will not be subject to pro-ration. Celestica expects that tendering shareholders subject to pro-ration will have approximately 90% of their tendered Shares purchased by Celestica under the Offer. The number of Shares to be purchased under the Offer, the pro-ration factor and the Purchase Price are preliminary and are subject to verifica...

txn_type = TENDER_OFFER...this document Exhibit (a)(1)(A) This document is important and requires your immediate attention. If you are in any doubt as to how to deal with it, you are urged to consult your broker, dealer, bank manager, lawyer, accountant or other professional advisor. OFFER TO PURCHASE FOR NOT MORE THAN US$175,000,000 IN CASH UP TO 25,000,000 OF ITS SUBORDINATE VOTING SHARES AT A PURCHASE PRICE OF NOT LESS THAN US$7.00 AND NOT MORE THAN US$8.00 PER SUBORDINATE VOTING SHARE Celestica Inc. ("Celestica", the "Corporation", "we" or "us") invites its shareholders (the "Shareholders") to tender, for purchase and cancellation...

txn_type = TENDER_OFFER...ecause 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...

txn_type = TENDER_OFFER...y and are subject to verification by the Depositary. Celestica expects to be able to release the final results of the Offer, including the final Purchase Price and pro-ration factor, on December 7, 2012. A complete description of the Offer is contained in the offer to purchase and issuer bid circular dated October 29, 2012 and other related documents, including any amendments thereto, filed with the applicable Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission. The Offer documents are available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, and on Celestica’s websit...

txn_type = ISSUER_BIDEX-99.(A)(8) 2 a12-27077_4ex99da8.htm EX-99.(A)(8) Exhibit (a)(8) FOR IMMEDIATE RELEASE Friday December 7, 2012 Celestica Announces the Completion of its US$175 million Substantial Issuer Bid TORONTO, Canada - Celestica Inc. (NYSE, TSX: CLS), a global leader in the delivery of end-to-end product lifecycle solutions, today announced that it has taken up and paid for 22,435,897 subordinate voting shares (“Shares”) at a price of US$7.80 per Share (the “Purchase Price”) under Celestica’s “modified Dutch auction” substantial issue...