Celestica and MSL announce share exchange ratio in MSL acquisition

Celestica and MSL announce share exchange ratio in MSL acquisition 


TORONTO, Canada and CONCORD, MA, March 9  /PRNewswire-FirstCall/ -- Celestica
Inc. (NYSE, TSX: CLS), a world leader in electronics manufacturing services
(EMS), and Manufacturers' Services Limited (MSL) , a full- service global
electronics manufacturing services and supply chain services company, announced
today 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$0.45per
     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.

  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 integrated services and solutions 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
http://www.celestica.com/.

The company's security filings can also be accessed at http://www.sedar.com/ and
http://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, individual 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 service.

  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
http://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.

  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. 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. 

DATASOURCE: Celestica Inc.



CONTACT: Celestica Contacts: Laurie Flanagan, VP, Global

Communications, [phone], ; PaulCarpino,

Director, Investor Relations, [phone], ; MSL

Contacts: Mac Blythe, VP, Marketing, [phone], ;

Sean Lannan, VP, Investor Relations, [phone], ;

To request a free copy of this organization's annual report, please go to

http://www.newswire.ca/ and click on reports@cnw.

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