Kyocera Corporation ('Kyocera') announced today that Kyocera and AVX Corporation ('AVX') have entered into a definitive agreement pursuant to which Kyocera will acquire all the outstanding shares of common stock of AVX not owned by Kyocera via an all-cash tender offer for $21.75 per share (the 'Tender Offer'), followed by a second-step merger in which all the outstanding shares of AVX common stock not tendered in the Tender Offer will be converted into the right to receive $21.75 per share of common stock, in cash (the 'Transaction').

As Kyocera announced in its press release 'Kyocera Announces Proposal to Acquire Shares it Does not Own of AVX for $19.50 per Share' on November 27, 2019, Kyocera and a special committee consisting of the independent directors of AVX formed by the board of directors of AVX to negotiate and evaluate a potential transaction with Kyocera (the 'Special Committee'), have been in discussions regarding Kyocera's proposal to acquire all the outstanding shares of common stock of AVX not owned by Kyocera.

Kyocera has incorporated Arch Merger Sub Inc., an acquisition vehicle (the 'Offeror'), in the United States as a wholly owned subsidiary for the purpose of implementing the Tender Offer and the Transaction. Following the completion of the Tender Offer, the Offeror will merge with and into AVX, with AVX as the surviving company. As a result of the merger, AVX will become a wholly owned subsidiary of Kyocera.

The board of directors of AVX, acting on the unanimous recommendation of the Special Committee, has unanimously determined to recommend the Tender Offer to AVX's shareholders (other than Kyocera).

The Transaction is subject to customary closing conditions. The Transaction is not subject to any financing condition. The Transaction is currently expected to close in the fourth quarter of the fiscal year ending March 2020.

Forward-Looking Statements

This communication contains forward-looking statements, including statements regarding the potential consummation of an acquisition, which involve a number of risks and uncertainties, including the satisfaction of closing conditions for the acquisition; the possibility that the transaction will not be completed and the impact of general economic, industry, market or political conditions. These statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words 'may,' 'might,' 'will,' 'should,' 'estimate,' 'project,' 'plan,' 'anticipate,' 'expect,' 'intend,' 'outlook,' 'believe' and other similar expressions (or the negative of such terms) are intended to identify forward-looking statements. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing discussed in the forward-looking statements, and readers are cautioned not to place undue reliance on these forward-looking statements.

Forward-looking statements speak only as of the date of this communication, and Kyocera does not undertake any obligation to update any forward-looking statement except as required by law. Additional Information and Where to Find It The tender offer referenced in this communication has not been commenced. Kyocera and its acquisition subsidiary will file a tender offer statement on Schedule TO and Schedule 13E-3 and thereafter AVX will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available for free on the SEC's website at www.sec.gov. Copies of any documents filed with the SEC by Kyocera will be available free of charge on Kyocera's internet website at https://global.kyocera.com. Copies of any documents filed with the SEC by AVX will be available free of charge on AVX's internet website at http://www.avx.com or by contacting AVX's Investor Relations Department at +1-864-967-9351 or investor.relations@avx.com.

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