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This Amendment No. 9 to Schedule 13D (Amendment No. 9) relates to the Subordinate
Voting Shares (the SVS) of Celestica Inc., a company incorporated under the laws of the Province of Ontario, Canada (the Issuer), beneficially owned by Mr. Gerald W. Schwartz (Mr. Schwartz or the
Reporting Person), and amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (SEC) by the Reporting Person on July 7, 1998 (the Schedule 13D), as amended by
Amendment Nos. 1, 2, 3, 4, 5, 6, 7 and 8 to the Schedule 13D filed with the SEC on March 8, 2000, July 6, 2000, October 16, 2000, March 1, 2005, July 21, 2015, August 1, 2019, March 14, 2023, and June 8, 2023,
respectively. Capitalized terms used but undefined in this Amendment No. 9 shall have the meanings ascribed to them in the Schedule 13D, as amended.
This Amendment No. 9 amends the Schedule 13D (as previously amended), as set forth herein.
Item 4. Purpose of the Transaction
Item 4 is hereby
amended as follows:
The following is added immediately prior to the last paragraph of Item 4:
On August 1, 2023, the Issuer and Onex Corporation (Onex) entered into an underwriting agreement (the Underwriting Agreement) with
BofA Securities, Inc. and Merrill Lynch Canada Inc. (the Underwriters), relating to an underwritten secondary public offering by Onex of 6,757,198 SVS at a price to Onex of $20.52 per SVS (the Secondary Offering). The
Secondary Offering closed on August 4, 2023. The SVS sold by Onex consisted of (a) 6,698,742 SVS issued prior to the completion of the Secondary Offering pursuant to the conversion of an equal amount of the Issuers multiple voting shares
(MVS), including the conversion of MVS that were acquired by Onex from OMI Partnership Holdings Ltd., a wholly-owned subsidiary of Onex, immediately prior to such closing, and after the transfer of beneficial ownership of 109,881 SVS to
or for the benefit of a former executive of Onex immediately prior to such closing and immediately following the conversion of an equal number of MVS; and (b) 58,456 SVS acquired by Onex from its affiliates and associates immediately prior to the
completion of the Secondary Offering at a price per share equal to the net price received by Onex in the Secondary Offering after applicable expenses, including 44,923 SVS held by a personal holding company of Mr. Schwartz and acquired by Onex
pursuant to a share transfer agreement (the STA). Onex received total proceeds from the Secondary Offering of $138,657,702.96 before deducting offering expenses.
The Secondary Offering was made in the United States pursuant to an automatic shelf registration statement filed by the Issuer on Form F-3ASR with the Securities and Exchange Commission on July 27, 2023, as supplemented by a preliminary prospectus supplement filed on August 1, 2023, and a final prospectus supplement filed on
August 3, 2023 (the Prospectus Supplement), and concurrently in Canada pursuant to a preliminary prospectus supplement filed on August 1, 2023 to a short form base shelf prospectus for the Province of Québec and an
amended and restated short form base shelf prospectus for all other provinces and territories of Canada, and a final prospectus supplement filed on August 3, 2023. The Underwriting Agreement contains customary representations, warranties and
covenants, customary conditions to closing, indemnification obligations of the Issuer, Onex and the Underwriters, including for liabilities under the U.S. Securities Act of 1933, as amended, and other obligations of the parties. The preceding
description of the Underwriting Agreement is only a summary and is qualified by reference to such document. See Item 7.
Item 5. Interest in Securities
of the Issuer.
Item 5 is hereby amended and restated to read in its entirety as follows:
(a) and (b). As a result of the Secondary Offering described in Item 4 above, neither Mr. Schwartz nor Onex is the beneficial owner of any SVS.
(c) Except for the sale to Onex by a personal holding company owned by Mr. Schwartz of 44,923 SVS on July 3, 2023 under the STA as described in Item
4 above, Mr. Schwartz has not effected any transaction in SVS since the filing of Amendment No. 8 to the Schedule 13D.