AVX AVX Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): March 30, 2020

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Introductory Note

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 21, 2020, AVX Corporation, a Delaware corporation (“AVX” or the “Company”), entered into an Agreement and Plan of Merger, dated as of February 21, 2020 (the “Merger Agreement”), with Kyocera Corporation, a joint stock corporation incorporated under the laws of Japan (“Kyocera”), and Arch Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Kyocera (“Merger Sub”).

Pursuant to the Merger Agreement, Kyocera caused Merger Sub to conduct an all-cash tender offer (the “Offer”) for any and all of the outstanding shares of common stock, $0.01 par value, of the Company (the “Shares”) which Kyocera does not already own at an offer price of $21.75 per Share (the “Offer Price”), net to the seller in cash without interest, and subject to deduction for any required withholding taxes.

The Offer expired at one minute after 11:59 p.m., New York City time, on March 27, 2020. American Stock Transfer & Trust Co., LLC, in its capacity as depositary for the Offer, advised that, as of the expiration of the Offer, a total of 31,763,490.559 Shares were validly tendered and not validly withdrawn pursuant to the Offer as of the expiration of the Offer, representing approximately 67.0% of the outstanding Shares not already owned by Kyocera. In addition, Notices of Guaranteed Delivery have been delivered for 2,548,489 Shares, representing approximately 5.4% of the outstanding Shares not already owned by Kyocera. Each condition to the Offer was satisfied or waived, and Merger Sub irrevocably accepted for payment all Shares that were validly tendered and not withdrawn.

On March 30, 2020, following consummation of the Offer, Merger Sub merged with and into the Company, with the Company surviving the Merger. The Merger was completed pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with no vote of the Company’s stockholders required to consummate the Merger. At the effective time of the Merger (the “Effective Time”), each issued and outstanding Share (other than Shares held by AVX, any of its subsidiaries, Kyocera, Merger Sub or any subsidiary of Kyocera, or any stockholders who have properly exercised their appraisal rights under Section 262 of the DGCL), was converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”), without interest and subject to any required tax withholding.

Immediately prior to the Effective Time (i) each option to purchase Shares outstanding under any of the Company’s equity plans (a “Company Stock Option”) that was outstanding immediately prior to the Effective Time, whether or not vested or exercisable, was canceled, and converted into the right to receive, for each such Company Stock Option, an amount in cash, subject to applicable withholding, determined by multiplying the excess, if any, of the Offer Price per Share over the applicable exercise price per Share of such Company Stock Option by the number of Shares such holder could have purchased (assuming full vesting of all options) had such holder exercised such Company Stock Option in full immediately prior to the Effective Time and (ii) each award of restricted stock units under any of the Company’s equity plans (a “Company RSU”) that was outstanding immediately prior to the Effective Time, whether or not vested, was canceled, and converted into the right to receive, for each such Company RSU, an amount in cash, subject to applicable withholding, determined by multiplying the Offer Price per Share by the number of Shares underlying each Company RSU assuming such Company RSUs had vested in full immediately prior to the Effective Time; provided, however, that for any Company RSU that is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), payment in respect of such award shall be made on the first date that will not result in the imposition of any tax under Section 409A of the Code.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on February 21, 2020 and incorporated herein by reference.

The aggregate consideration paid by Merger Sub in the Offer and Merger to purchase all outstanding Shares (other than the Shares already owned by Kyocera), was approximately $1.03 billion. Kyocera provided Merger Sub with the necessary funds to fund the Offer and the Merger from its cash on hand.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.