SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-12
MANUFACTURER'S SERVICES LIMTED
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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SOICITING MATERIAL PURSUANT TO RULE 14a-12
[CELESTICA LOGO] [MSL LOGO]
FOR IMMEDIATE RELEASE Wednesday, October 15, 2003
CELESTICA TO ACQUIRE MSL
TORONTO, Canada and CONCORD, Massachusetts - Celestica Inc. (NYSE, TSX: CLS), a
world leader in electronics manufacturing services (EMS), today announced that
it has entered into an agreement with Manufacturers' Services Limited (MSL)
(NYSE: MSV) that provides for the acquisition by Celestica of all of the
outstanding shares of MSL, a full-service global electronics manufacturing
services and supply chain services company.
Under the transaction, each outstanding common share of MSL will be exchanged
for 0.375 subordinate voting shares of Celestica. In addition, the holders of
Series A and Series B preferred shares of MSL will be entitled to receive, at
the shareholder's election, US$52.50 per share plus accrued dividends in cash or
a number of subordinate voting shares of Celestica equal to 0.375 times the
number of common shares of MSL into which the Series A and Series B shares may
be converted (plus, in the case of the Series B preferred shares, a "make-whole"
payment of US$2.25 per share payable in either cash or shares at the option of
MSL). The share exchange ratio will be adjusted, if necessary, to ensure that
the value of the consideration received for each MSL common share (based on the
20 trading day volume weighted average NYSE closing price of the subordinate
voting shares of Celestica determined on the third business day prior to the
completion of the transaction) will be not less than US$6.00 and not more than
US$7.25. MSL has approximately 34,398,030 common shares and 1,330,000 Series A
and B preferred shares outstanding.
The merger agreement, which has been approved unanimously by the boards of
directors of MSL and Celestica, is subject to MSL shareholder approval and
certain governmental consents. Certain institutional shareholders of MSL and
officers of MSL, holding shares representing approximately 41.5% of the votes to
be cast on the merger, have entered into unconditional agreements to vote in
favour of the merger, and the institutional shareholders have also granted
Celestica the option to acquire from them, under certain circumstances, MSL
shares representing 30% of the votes that can be cast in connection with the
merger. All parties have agreed to proceed expeditiously to close the
transaction.
"I look forward to the combined strength of the Celestica/MSL organization. As a
respected EMS provider with a broad customer base in diversified end markets
such as industrial and avionics, MSL has an excellent track record for
delivering the highest standards of service. MSL's customer-focused approach
based on focus and flexibility is highly compatible with that of Celestica,"
said Eugene Polistuk, Celestica's chairman and chief executive officer. "This
acquisition also supports Celestica's strategy to continue to expand and deepen
its suite of integrated services and solutions. MSL's strengths in order
fulfillment, build-to-order assembly and high-speed automated manufacturing
complement our current offerings. I am confident that the combined organization
will create additional value for our respective customers."
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MSL was founded in 1994 and is an established mid-sized leader in the EMS
industry, with 2002 revenues of US$854 million. The company has a global
footprint of 16 design, manufacturing and fulfillment locations worldwide and
employs approximately 3,600 people.
"Celestica's proven track record, strong balance sheet, and reputation as a
global leader in electronics manufacturing services make the deal an attractive
one for MSL's customers, shareholders and employees. Specifically, this
transaction will provide MSL customers with an enhanced portfolio of
capabilities, expanded supply chain leverage and the advantages of an increased
global footprint," said Bob Bradshaw, MSL's chairman, chief executive officer
and president. "Our customers will benefit greatly from Celestica's robust
capabilities in design engineering, complex manufacturing and test, and repair;
and from low-cost solutions in China and Eastern Europe. There is also a strong
cultural fit between the two organizations, which will facilitate a smooth
transition and ensure consistency of ongoing service delivery. The management
team and I fully support the transaction and the opportunity it provides."
CONFERENCE CALL
Celestica and MSL management will host a joint conference call today discussing
the announcement. The conference call will start at 8:30 a.m. Eastern and can be
accessed at www.celestica.com.
ABOUT CELESTICA
Celestica is a world leader in the delivery of innovative electronics
manufacturing services (EMS). Celestica operates a highly sophisticated global
manufacturing network with operations in Asia, Europe and the Americas,
providing a broad range of services to leading OEMs (original equipment
manufacturers). A recognized leader in quality, technology and supply chain
management, Celestica provides competitive advantage to its customers by
improving time-to-market, scalability and manufacturing efficiency.
For further information on Celestica, visit its website at WWW.CELESTICA.COM.
The company's security filings can also be accessed at WWW.SEDAR.COM and
WWW.SEC.GOV.
ABOUT MSL
MSL is a multi-national company that manufactures electronic hardware for
companies that sell branded electronic equipment or utilize electronic
components in their products. The company builds a variety of products,
including medical devices, avionics, industrial controls and communications
equipment. MSL also manages the worldwide acquisition of components and supplies
for the products it manufactures and provides complementary design, logistics
and repair services.
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MSL's customers come from a diverse set of industries including industrial
equipment, commercial avionics, automotive electronics, retail systems, medical
products, voice and data communications, networked storage, office equipment,
computers and computer peripherals. The company's services allow electronics
manufacturers to get products to market faster, reduce total cost, and achieve
superior operational results. MSL distinguishes itself by providing strong
capabilities in complex electronics manufacturing, build-to-order assembly,
high-speed automated manufacturing, global order fulfillment as well as a
superior customer experience characterized by significant mind share,
personalized service, customized and flexible solutions, and rapid response.
MSL is headquartered in Concord, Massachusetts. For more information, please
visit the company's website at www.msl.com.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Celestica plans to file with the SEC a Registration Statement on Form F-4 in
connection with the transaction and MSL plans to file with the SEC and mail to
its stockholders a Proxy Statement/Prospectus in connection with the
transaction. The Registration Statement and the Proxy Statement/Prospectus will
contain important information about Celestica, MSL, the transaction and related
matters. Investors and security holders are urged to read the Registration
Statement and the Proxy Statement/Prospectus carefully when they are available.
Investors and security holders will be able to obtain free copies of the
Registration Statement and the Proxy Statement/Prospectus and other documents
filed with the SEC by Celestica and MSL through the web site maintained by the
SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain free copies
of the Registration Statement and the Proxy Statement/Prospectus from Celestica
by contacting Computershare Trust Company of Canada at 1-800-564-6253 (in
Canada) and Computershare Trust Company, Inc. at 303-262-9600 (in the U.S.) or
from MSL by calling 978-287-5630.
Celestica and MSL, and their respective directors and executive officers, may be
deemed to be participants in the solicitation of proxies in respect of the
transactions contemplated by the merger agreement. Information regarding
Celestica's directors and executive officers is contained in Celestica's Form
20-F for the year ended December 31, 2002 and its proxy statement dated March
18, 2003, which are filed with the SEC. As of October 14, 2003, Celestica's
directors and executive officers beneficially owned approximately 43,978,978
common shares, or approximately 26%, of Celestica's common stock. Information
regarding MSL's directors and executive officers is contained in MSL's Form 10-K
for the year ended December 31, 2002 and its proxy statement dated April 14,
2003 which are filed with the SEC. In addition, since the referenced 10-K's and
proxy statements, Albert A. Notini and John P. Cunningham were elected directors
of MSL.
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As of October 14, 2003, Mr. Notini was the beneficial owner of 382,245 shares of
MSL's common stock, including 380,282 shares issuable upon the exercise of stock
options or warrants held by him that are currently exercisable or exercisable
within 60 days after October 14, 2003. As of October 14, 2003, Mr. Cunningham
was the beneficial owner of 13,334 shares of MSL's common stock, including
13,334 shares issuable upon the exercise of stock options or warrants held by
him that are currently exercisable or exercisable within 60 days after October
14, 2003. As of October 14, 2003, MSL's directors and executive officers
beneficially owned approximately 1,130,718 shares, or 3.2%, of MSL's common
stock. A more complete description will be available in the Registration
Statement and the Proxy Statement/Prospectus.
CELESTICA SAFE HARBOUR AND FAIR DISCLOSURE STATEMENT
THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, RELATED TO OUR FUTURE GROWTH,
TRENDS IN OUR INDUSTRY AND OUR FINANCIAL AND OPERATIONAL RESULTS AND PERFORMANCE
THAT ARE BASED ON CURRENT EXPECTATIONS, FORECASTS AND ASSUMPTIONS INVOLVING
RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL OUTCOMES AND RESULTS TO DIFFER
MATERIALLY. THESE RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO: THE
ABILITY TO COMPLETE THE PROPOSED MERGER AND TO ACHIEVE THE ANTICIPATED BENEFITS
OF THE MERGER; THE CHALLENGES OF EFFECTIVELY MANAGING OUR OPERATIONS DURING
UNCERTAIN ECONOMIC CONDITIONS; THE CHALLENGE OF RESPONDING TO
LOWER-THAN-EXPECTED CUSTOMER DEMAND; THE EFFECTS OF PRICE COMPETITION AND OTHER
BUSINESS AND COMPETITIVE FACTORS GENERALLY AFFECTING THE EMS INDUSTRY; OUR
DEPENDENCE ON THE INFORMATION TECHNOLOGY AND COMMUNICATIONS INDUSTRIES; OUR
DEPENDENCE ON A LIMITED NUMBER OF CUSTOMERS AND ON INDUSTRIES AFFECTED BY RAPID
TECHNOLOGICAL CHANGE; COMPONENT CONSTRAINTS; VARIABILITY OF OPERATING RESULTS
AMONG PERIODS; AND THE ABILITY TO MANAGE OUR RESTRUCTURING AND THE SHIFT OF
PRODUCTION TO LOWER COST GEOGRAPHIES. THESE AND OTHER RISKS AND UNCERTAINTIES
AND FACTORS ARE DISCUSSED IN THE COMPANY'S VARIOUS PUBLIC FILINGS AT
WWW.SEDAR.COM AND HTTP://WWW.SEC.GOV, INCLUDING OUR ANNUAL REPORT ON FORM 20-F
AND SUBSEQUENT REPORTS ON FORM 6-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.
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.
AS OF ITS DATE, THIS PRESS RELEASE CONTAINS ALL MATERIAL INFORMATION ASSOCIATED
WITH THIS EVENT.
MSL SAFE HARBOUR AND FAIR DISCLOSURE STATEMENT
ANY STATEMENTS IN THIS PRESS RELEASE ABOUT FUTURE EXPECTATIONS, PLANS AND
PROSPECTS FOR THE COMPANY, INCLUDING THE COMPANY'S EXPECTATIONS FOR THIRD
QUARTER OPERATING RESULTS AND ANY STATEMENTS CONTAINING THE WORDS "BELIEVES,"
"ANTICIPATES," "PLANS," "ESTIMATES," "EXPECTS," "WILL," AND SIMILAR EXPRESSIONS,
CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. ACTUAL RESULTS MAY DIFFER MATERIALLY
FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS
IMPORTANT FACTORS, INCLUDING: OUR DEPENDENCE UPON A RELATIVELY SMALL NUMBER OF
CUSTOMERS; RISKS ASSOCIATED WITH OUR ACQUISITIONS OF OTHER COMPANIES OR
BUSINESSES; THE INCURRENCE OF INDEBTEDNESS AND ASSOCIATED INTEREST EXPENSE TO
FUND OUR BUSINESS STRATEGY; THE AVAILABILITY OF CRITICAL COMPONENTS,
PARTICULARLY THOSE FROM SOLE-SOURCE SUPPLIERS; THE IMPACT OF COMPETITION WITHIN
OUR INDUSTRY; CANCELLATIONS OF OR DELAYS IN CUSTOMER ORDERS; GENERAL ECONOMIC
CONDITIONS WITHIN OUR INDUSTRY; THE IMPACT OF FOREIGN CURRENCY FLUCTUATIONS AND
OTHER FACTORS SPECIFICALLY AFFECTING OUR INTERNATIONAL OPERATIONS. IN ADDITION,
THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS PRESS RELEASE REPRESENT THE
COMPANY'S ESTIMATES AS OF OCTOBER 15, 2003. THE COMPANY ANTICIPATES THAT
SUBSEQUENT EVENTS AND DEVELOPMENTS WILL CAUSE THE COMPANY'S ESTIMATES TO CHANGE.
HOWEVER, WHILE THE COMPANY MAY ELECT TO UPDATE THESE FORWARD-LOOKING STATEMENTS
AT SOME POINT IN THE FUTURE, THE COMPANY SPECIFICALLY DISCLAIMS ANY OBLIGATION
TO DO SO.
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CELESTICA CONTACTS: MSL CONTACTS:
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Laurie Flanagan Mac Blythe
VP, Global Communications VP, Marketing
(416) 448-2200 (978) 371-5491
media@celestica.com mac.blythe@msl.com
Paul Carpino Sean Lannan
Director, Investor Relations VP, Investor Relations
(416) 448-2211 (978) 371-5495
clsir@celestica.com sean.lannan@msl.com