Kyocera to acquire all outstanding shares of AVX
February 24, 2020
Kyocera enters into definitive agreement to make AVX a wholly-owned subsidiary and plans to commence Tender Offer.
Kyocera Corporation announced that Kyocera and AVX Corporation have entered into a definitive agreement following 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 (€20.09) 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 (€20.09) per share of common stock, in cash.
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 27 November 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, 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, 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.
Categories : City News
Tags : AVX Corporation Kyocera Merger
