Kyocera Corporation (TSE:6971) made a non-binding proposal to acquire the remaining 28% stake in AVX Corporation (NYSE:AVX) for approximately $930 million on November 27, 2019. Kyocera proposed to a special committee formed by the Board of Directors of AVX for a consideration of $19.5 per share in cash. Kyocera Corporation entered into definitive agreement to acquire the remaining 28% stake in AVX Corporation for $1 billion on February 21, 2020. Under the terms of agreement, 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. At the effective time, all options to purchase shares will be cancelled and the holders will be entitled to receive the excess (if any) of the offer price over the exercise price per share for each share underlying such options (assuming full vesting of all options), less applicable withholding taxes, and all awards of restricted stock units of AVX will be cancelled and the holders will be entitled to receive the offer price in respect of share subject to the award (assuming full vesting of all such awards), less applicable withholding taxes. On completion, AVX will become a wholly owned subsidiary of Kyocera. A squeeze- out merger to acquire any shares not tendered in the offer will be effected promptly after the expiration of the tender offer. The shares not tendered will be converted in the squeeze- out merger into the right to receive $21.75 per share in cash. The transaction is expected to be financed through cash on hand. The agreement contains certain customary termination rights for both AVX and Kyocera. In addition, AVX may terminate the merger agreement following a change in the Board of Directors' recommendation in favor of the offer in connection with the receipt of a superior proposal, and Kyocera may terminate the agreement due to a change in the Board of Directors' recommendation in favor of the offer.

The transaction is subject to customary closing conditions and will not be subject to any minimum condition. The transaction is not subject to any financing condition. Approval by Kyocera's or AVX's shareholders is not required. The transaction is also subject to Kyocera accepting for payment the shares validly tendered pursuant to the offer. 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. The transaction has been approved by the Board of Kyocera. The tender offer is expected to commence within 10 business days from the date the merger agreement was signed and will remain open for a minimum of 20 business days after its commencement. The transaction is currently expected to close in the fourth quarter of the fiscal year ending March 2020. As per announcement of March 2, 2020, the tender offer commenced on March 2, 2020 and will expire on March 27, 2020. If the Tender Offer conditions are not satisfied, Kyocera may be required to extend the tender offer period under certain circumstances.

Daiwa Securities / DC Advisory is acting as financial advisor for Kyocera. Centerview Partners LLC acted as financial and fairness opinion provider to Special Committee of AVX. Nagashima Ohno & Tsunematsu and George R. Bason, Michael Davis, Kenneth J. Lebrun, Andrew Ditchfield, Veronica M. Wissel, John B. Reynolds III and Ronan P. Harty of Davis Polk & Wardwell LLP acted as legal advisors to Kyocera. David A. Katz and Jenna E. Levine of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors to Special Committee of AVX. Dennis O. Garris and Rebecca R. Valentino of Alston & Bird LLP is acting as legal advisors to AVX Corporation. Michael Brueck, Francisco Morales Barrón and Christian Nagler of Kirkland & Ellis advised Centerview Partners, financial advisor to the Special Committee of AVX Corporation on the deal. American Stock Transfer & Trust Company, LLC acted as depository agent and D.F. King & Co., Inc. acted as information agent to Kyocera. Kyocera agreed to pay Daiwa Securities / DC Advisory a fee of $4.7 million for its services. D.F. King & Co., Inc. will receive a fee of $0.19 million for its services.

Kyocera Corporation (TSE:6971) completed the acquisition of the remaining 28% stake in AVX Corporation (NYSE:AVX) on March 27, 2020. As of the expiration of the tender offer, a total of 31,763,490.559 shares of AVX common stock were validly tendered and not validly withdrawn pursuant to the tender offer, representing approximately 67.0% of the outstanding shares of AVX common stock not already owned by Kyocera. Effective as of March 30, 2020, following consummation of the merger through a step up merger, AVX terminated: (i) the AVX Corporation 2004 Stock Option Plan as amended through July 23, 2008; (ii) the AVX Corporation 2004 Non- Employee Directors' Stock Option Plan as amended through July 28, 2008; (iii) the AVX Corporation 2014 Stock Option Plan; (iv) the AVX Corporation 2014 Non- Employee Directors' Stock Option Plan as amended May 12, 2016 and (v) the AVX Corporation 2014 Restricted Stock Unit Plan. Post-closing, AVX became a wholly owned subsidiary of Kyocera and trading in the shares of common stock of AVX ceased effective March 30, 2020. Kyocera's Board of Directors namely Shoichi Aoki, Hiroshi Fure, Koichi Kano, John Sarvis, Hideo Tanimoto and Goro Yamaguchi became the members of the AVX's Board of Directors. Accordingly, each of Donald Christiansen, David DeCenzo and John Ballato ceased serving as members of the AVX's Board of Directors. Gary Smith, Jeff Schrepfer and Mike O'Bryan of Morrison & Foerster LLP acted as legal advisor to Kyocera Corporation (TSE:6971)