Celestica prices equity offering
The short form base shelf prospectus is accessible, and the final prospectus supplement will be accessible within two business days, through SEDAR+.
(All amounts in U.S. dollars)
Celestica Inc.
(NYSE: CLS) (TSX: CLS) (“Celestica” or the “Company”), a global leader in data center infrastructure and advanced technology solutions, today announced the pricing of its previously announced equity offering of 9,677,419 common shares at a price to the public of $310 per share (the “Offering”). The gross proceeds from the Offering, before underwriting discounts and Offering expenses, are expected to be $3,000,000,000.
Celestica has granted the underwriters an option to purchase up to an additional 1,451,612 common shares to be sold pursuant to the Offering. The underwriters’ option is exercisable for a period of 30 days from the date of the final prospectus supplement relating to the Offering.
Use of Proceeds
Net proceeds from the Offering are expected to be used for working capital and to support investments in capital expenditures, in addition to other general corporate purposes.
Closing
The Offering is expected to close on or about August 7, 2026, subject to customary closing conditions, including the listing of the additional common shares on the New York Stock Exchange and the Toronto Stock Exchange.
BofA Securities and Citigroup are acting as joint lead bookrunners (in alphabetical order) and TD Securities is acting as bookrunner for the Offering.
About Celestica
Celestica is a technology leader dedicated to driving customer success and market advancements. With deep expertise in design, engineering, manufacturing, supply chain, and platform solutions, Celestica enables critical data center infrastructure for AI, cloud and hybrid cloud, and advances technologies in high-growth markets. With a talented team and a strategic global network, Celestica helps its customers achieve competitive advantages. For more information on Celestica, visit
www.celestica.com
. Our securities filings can be accessed at
www.sedarplus.ca
and
www.sec.gov
.
The information contained on or accessible through
www.celestica.com
is not incorporated by reference into, and does not form part of, this release.
Registration Statement and Prospectus
Celestica has filed a final base shelf prospectus and a preliminary prospectus supplement containing important information relating to the securities described in this press release with the securities regulatory authorities in each of the provinces and territories of Canada. Delivery of the base shelf prospectus, the final prospectus supplement, and any amendments to the documents will be provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The final base shelf prospectus is available, and the final prospectus supplement and any amendment to the documents will be (within two business days from the date hereof), accessible through SEDAR+ at
www.sedarplus.com
. An automatic shelf registration statement (including a base shelf prospectus) on Form S-3 (File No. 333-285515) has been filed with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this press release relates. Any offering of these securities will be made only by means of a prospectus and any applicable prospectus supplement. The preliminary prospectus supplement has been filed, and the final prospectus supplement will be filed, with the SEC. You may get these documents for free by visiting EDGAR on the SEC website at
www.sec.gov
. Alternatively, electronic or paper copies of any of the documents may be obtained, without charge, if you request them in Canada from Merrill Lynch Canada Inc., 181 Bay Street-Suite 400, Toronto, Ontario M5J 2V8; Citigroup Global Markets Canada Inc., c/o: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (+1-800-831-9146); Kosta Galanis,
Kosta.Galanis@tdsecurities.com
(+1-416-873-9841) or in the United States by contacting BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001 (Attention: Prospectus Department); Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (+1-800-831-9146); Ryan Parrish,
ryan.parrish@tdsecurities.com
(+1-646-562-1634), in each case by providing the contact with an email address or address, as applicable.
No securities regulatory authority has either approved or disapproved the contents of this press release. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.
Cautionary Note Regarding Forward-looking Statements
This press release contains forward-looking statements, including, without limitation, those related to: strengthening demand in our businesses, demand environment and customer forecasts, , and the timing of, closing conditions (including listing of the common shares on the NYSE and TSX) to and use of net proceeds of the Offering. Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “continues,” “projects,” "target," "outlook," "goal," "guidance," “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 the U.S. Private Securities Litigation Reform Act of 1995, where applicable, and for forward-looking information under applicable Canadian securities laws.
Forward-looking statements are provided to assist readers in understanding management’s current expectations and plans relating to the future. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management’s perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances, including certain assumptions about: revenue growth in 2026 and 2027 (including continued strengthening of customer demand, close alignment with key customers on demand planning, sustained improvements in demand visibility, and continued strengthening of adjusted operating margins); accelerating growth from our customer base, including our CCS customer base; demand levels across our businesses, including continued growth in demand from data center customers in 2026 and 2027; programs and production ramps occurring and progressing as anticipated in line with expected timelines, specifications, qualification requirements and production schedules, customer decisions, design changes, silicon and component availability, qualification outcomes, deployment timelines and priorities, constraints affecting data center development, construction, equipping or operation, and other technical, commercial, regulatory or supply-chain factors, and our expected role in such programs, including our 800G and 1.6T networking, and AI/machine learning compute programs with data center customers; technology upgrade cycles; our ability to retain programs and customers; continuing operating leverage and improving mix; the impact of anticipated market conditions on our businesses; the reliability of third party market forecasts and customer indications of future demands and roadmaps, including with respect to data center infrastructure; continued advancement and commercialization of AI technologies and cloud computing; supporting sustained high levels of capital expenditure investments by leading hyperscaler, AI, and data center customers; our ability to develop new capabilities; scaling of our operations to meet the anticipated growth in customer demand; the successful recruitment and retention of skilled talent; capital investments proceeding as anticipated, including timely completion of construction and operationalization of assets, securing required materials, utilities, and equipment for our expansion plans; our ability to secure adequate component and materials supply; alignment of our capacity with our business demands; the economy; our customers; our suppliers; tax and interest rates; no material changes to tariffs, trade restrictions, customs administration, or related refund or recovery processes, including developments relating to duties imposed under the International Emergency Economic Powers Act of 1977 and any replacement, continuing or retaliatory tariff measures, compared to what are in effect as of August 5, 2026; that our customers will retain liability for and we will continue to be able to recover substantially all costs from customers relating to product/component tariffs and countermeasures; no material changes in business activities resulting from current macroeconomic trends and uncertainties, including evolving global tariffs, trade negotiations, and geopolitical conflicts; our ability to achieve our strategic goals; the availability of cash from operations to fund planned capital investments; the availability of capital resources for, and the permissibility under our credit facility of, repurchases of outstanding common shares under our current normal course issuer bid; as well as other market, financial and operational assumptions. Readers are cautioned that such information may not be appropriate for other purposes. Readers should not place undue reliance on such forward-looking information.
Forward-looking statements are not guarantees of future performance and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including, among others, risks related to: changing customer capacity roadmaps for 2026 and beyond; realization of the long-term demand outlook; customer and segment concentration; reduction in customer revenue; erosion in customer market competitiveness; changes in revenue mix and margins; uncertain market, industry, political and economic conditions; customer requests to transfer manufacturing of products from one facility to another; changes to policies or legislation; operational challenges (including inventory management, supply chain constraints, and components, materials or supply shortages); volatility in energy and commodity prices; program ramps not progressing as anticipated; the cyclical nature and/or volatility of certain of our businesses; talent management and inefficient employee utilization, including recruiting, training and retaining sufficient qualified personnel in required jurisdictions and within required timeframes; our expansion plans or consolidation of our operations; planned capital expenditures to support anticipated growth in customer demand; competition risk from evolving AI technologies, including lower-cost/open-source AI models; energy, power and water constraints in the data center ecosystem; cash flow, revenue, and operating results; tax and interest rates variability; technology and IT disruption; increasing legal, tax and regulatory complexity and uncertainty (including in relation to our or our customers' businesses); integrating and achieving the anticipated benefits from acquisitions; and the potential adverse impacts of events outside of our control.
For more exhaustive information on the foregoing and other material risks, uncertainties and assumptions, readers should refer to our public filings at
www.sedarplus.ca
and
www.sec.gov
, including in our most recent Management's Discussion and Analysis of Financial Condition and Results of Operations, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with, or furnished to, the U.S. Securities and Exchange Commission, and the Canadian Securities Administrators, as applicable.
Forward-looking statements speak only as of the date on which they are made, and 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, except as expressly required by applicable law.
All forward-looking statements attributable to us are expressly qualified by these cautionary statements.
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Celestica Global Communications
(416) 448-2200
media@celestica.com
Business Wire
August 5, 2026 - 8:05 PM PDT
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