Celestica and MSL announce share exchange ratio in MSL acquisition

Celestica Inc. (NYSE, TSX: CLS) and Manufacturers' Services Limited (MSL) (NYSE: MSV) announced that the share exchange ratio for Celestica's previously announced acquisition of MSL has been confirmed, pursuant to the terms of the merger agreement, at 0.375 of a subordinate voting share for each share of MSL common stock. At the effective time of the merger: - each outstanding share of MSL common stock will be converted into the right to receive 0.375 of a subordinate voting share of Celestica; and- each outstanding share of MSL Series A and Series B preferred stock will be converted into the right to receive US$52.50 per share plus accrued dividends of US$0.525 per Series A share or US$0.45 per Series B share in cash or, at the stockholder's election, 2.914 Celestica subordinate voting shares per share of MSL Series A preferred stock and 3.178 Celestica subordinate voting shares plus a "make whole" payment of US$2.25 per share of MSL Series B preferred stock.Celestica and MSL also announced that the "make-whole" payment will be paid in cash to all holders of Series B preferred stock who have validly elected to receive subordinate voting shares as merger consideration.The transaction is expected to close immediately after MSL's special meeting of stockholders to be held on Friday, March 12, 2004.Source: PCBnewsline