AVX and Kyocera Enter Into Merger Agreement. Kyocera to Acquire all of the Outstanding Shares of AVX that it Does Not Own for $21.75 per Share in Cash
AVX Corporation announced that Kyocera Corporation (“Kyocera”) and AVX have entered into a definitive merger agreement providing for the acquisition by Kyocera of all the outstanding shares of common stock of AVX not owned by Kyocera pursuant to an all-cash tender offer for $21.75 per share (the “Tender Offer”), followed by a squeeze-out merger in which all of the outstanding shares of AVX common stock not tendered in the Tender Offer (other than shares owned by holders who validly seek appraisal or shares already held by Kyocera) will be converted into the right to receive $21.75 per share of common stock, in cash (the “Transaction”). Kyocera currently owns approximately 72% of the outstanding shares of AVX common stock. Following completion of the Transaction, AVX will become a wholly owned subsidiary of Kyocera.
The $21.75 offer price represents a 44.6% premium over AVX’s closing price on November 26, 2019 (the last trading day prior to the announcement of Kyocera’s initial proposal to acquire all of the outstanding shares of common stock of AVX not owned by Kyocera) and a 42.1%, 42.4%, and 34.9% premium over AVX’s 1-, 3- and 12- month average closing share price, respectively.
As previously announced, following receipt of a proposal from Kyocera to acquire all of the outstanding shares of AVX common stock that Kyocera does not own for a price of $19.50 in cash, the AVX board of directors appointed a special committee consisting of three independent directors of AVX (the “Special Committee”) for purposes of evaluating and negotiating a potential transaction with Kyocera. Following the formation of the Special Committee, Kyocera and the Special Committee have been in discussions and negotiations regarding Kyocera’s proposal to acquire all of the outstanding shares of common stock of AVX not owned by Kyocera.
The board of directors of AVX, acting on the recommendation of the Special Committee, has approved the Transaction and determined to recommend that the AVX stockholders tender their shares in the Tender Offer.
The Transaction is subject to customary closing conditions and is no subject to any financing condition. Kyocera has announced that it currently expects the Transaction to close in the fourth quarter of Kyocera’s fiscal year ending March 2020. The Tender Offer will be subject to customary conditions and will not be subject to any minimum condition.
Centerview Partners LLC is acting as the financial advisor to the Special Committee and provided the Special Committee with an opinion regarding the fairness of the consideration to be paid by Kyocera to AVX stockholders and Wachtell, Lipton, Rosen & Katz is acting as the Special Committee’s legal counsel. Alston & Bird is acting as legal counsel to AVX.