Celestica (CLS) – Odd Lot Tender Offer – 9% upside

Current Price – $12.24

Offer Price – $11.7 – $13.3

Upside – 9% or $105 (for odd lot holders if upper pricing limit is used)

Expiration date –  1 June 2015

SEC Filling



Celestica Inc. invites the holders of its subordinate voting shares to tender, for purchase and cancellation by the Corporation, up to US$350,000,000 in value of its Shares pursuant to (i) auction tenders in which the tendering holders of Shares specify a price of not less than US$11.70 per Share and not more than US$13.30 

As of April 24, 2015, there were 150,238,432 Shares issued and outstanding and, accordingly, the Offer is for a maximum of approximately 19.91% of the total number of issued and outstanding Shares if the Purchase Price is determined to be US$11.70 (being the minimum Purchase Price under the Offer), and for a maximum of approximately 17.52% if the Purchase Price is determined to be US$13.30 (being the maximum Purchase Price under the Offer).


No proration for Odd Lot holders:

If you beneficially own fewer than 100 Shares as of the Expiration Time and you tender all such Shares, we will accept for purchase, without pro-ration.


Source of Funds:

We intend to pay for Shares purchased in the Offer with a combination of: (i) the net proceeds of the Term Loan; (ii) cash drawn on our existing revolving Credit Facility; and (iii) available cash on hand. The Company has executed a commitment letter (the “Commitment Letter“) with the Canadian Imperial Bank of Commerce (“CIBC”), the administrative agent under the existing Credit Facility (the “Administrative Agent”), to amend the governing credit agreement to add the US$250 million Term Loan to the facility, and to extend the maturity of the facility to the fifth anniversary of the closing of the Term Loan.