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Avx And Kyocera Enter Into Merger Agreement

Kyocera Corporation announced that Kyocera and AVX Corporation have entered into a final agreement under which Kyocera will acquire all outstanding common shares of AVX not held by Kyocera in a cash offer of $21.75 (€20.09) per share (the opa), followed by a subsequent merger, in which all outstanding AVX shares, which were not served under the opacity, converted into law, $21.75 (€20.09) per common share, in cash. Kyocera has completed the acquisition of AVX through a merger of a 100% subsidiary of Kyocera with and into AVX, pursuant to Section 251(h) of the Delaware General Corporation Law (the “DGCL”). Any remaining shares of the AVX common shares that were not acquired under the takeover bid (with the exception of the shares held by AVX, Kyocera or their respective subsidiaries or shareholders of AVX who properly exercised their valuation rights in accordance with Section 262 of the DGCL) were converted into the right to obtain $21.75 in net cash from the seller. interest-free and deductible for the necessary withholding taxes, corresponding to the same amount per share paid under the tender offer. Following the completion of the merger, AVX`s common shares were no longer traded on the New York Stock Exchange prior to the opening of the market today and are no longer listed on the NYSE. Centerview Partners LLC is the financial advisor to the Special Commission and has submitted to the Special Committee an opinion on the fairness of the consideration to be paid by Kyocera to AVX shareholders, and Wachtell, Lipton, Rosen & Katz is acting as legal counsel to the Special Commission. Alston & Bird is avx`s legal counsel. DC Advisory is the exclusive financial advisor to Kyocera Corporation (Kyocera) in the acquisition of AVX Corporation (AVX) for approximately $1.05 billion. The offer price of $US 21.75 per share represented a premium of 44.6% to AVX`s closing price on November 26, 2019 (the last day of trading prior to the announcement of Kyocera`s initial proposal). The transaction was completed through a tender offer followed by a short-term merger that closed on March 30, 2020. Kyocera previously held approximately 72% of AVX`s outstanding shares. Following the merger, AVX became a 100% subsidiary of Kyocera.

Japan-based Kyocera Corp. and U.S. component supplier AVX entered into a final merger agreement under which Kyocera acquired for US$21.75 per share all outstanding common shares of AVX that are not already held by Kyocera. Kyocera currently owns about 72% of AVX. Upon the transaction, AVX will become a 100% subsidiary of Kyocera. In the end, an agreement was signed with the Exchange Rate of Kyocera shares at 72 $US per share and AVX shares at 32 $US per share. AvX Corporation announced that Kyocera Corporation (“Kyocera”) and AVX have entered into a definitive concentration agreement, which provides for Kyocera to acquire all outstanding common shares of AVX that are not held by Kyocera, pursuant to a cash offer of US$21.75 per share (the “Takeover”), followed by a squeeze-out merger in which all outstanding AVX common shares not paid under the Takeover Bid (with the exception of from: Shares held by shares) that were in connection with the Takeover Bid, holders seeking a valuation or shares already held by Kyocera) are converted into the right to obtain $21.75 per common share in cash (the “Transaction”). .