SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

(Amendment No. 2)

AVX CORPORATION
(Name of Subject Company)

ARCH MERGER SUB INC.
(Offeror)

A Wholly Owned Subsidiary of

KYOCERA CORPORATION
(Parent of Offeror)

(Names of Filing Persons—Offeror)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

002444107

(CUSIP Number of Class of Securities)

Shoichi Aoki

Kyocera Corporation

6, Takeda Tobadono-cho

Fushimi-ku, Kyoto 612-8501, Japan

Telephone: +81-75-604-3500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

George R. Bason, Jr., Esq.

Michael Davis, Esq.

Kenneth J. Lebrun, Esq.

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$1,046,106,509.85	$135,784.63

* Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Transaction Valuation was calculated by adding (i) the product of (A) 47,416,825, which is the total number of shares of common stock of AVX Corporation outstanding (“Shares”) not beneficially owned by Kyocera Corporation (calculated as the difference between 169,216,825, the total number of outstanding Shares, and 121,800,000, the number of Shares beneficially owned by Kyocera Corporation as of the date hereof) and (B) $21.75, which is the per Share tender offer price, (ii) the product of (A) 621,360, which is the number of Shares issuable upon the exercise of “in-the-money” options to purchase the Shares, and (B) $8.51, which is the difference between $21.75, which is the per Share tender offer price, and $13.24, which is the weighted average per share exercise price of such options, and (iii) the product of (A) 436,910, which is the total number of Shares subject to restricted stock units, and (B) $21.75, which is the per Share tender offer price. The calculation of the Transaction Valuation is based on information provided by AVX Corporation as of February 13, 2020, the most recent practicable date.

** The amount of the filing fee was calculated in accordance with Rule 0-11 of the Exchange Act and Fee Rate Advisory # 1 for Fiscal Year 2020 issued by the Securities and Exchange Commission (the “Commission”), by multiplying the Transaction Valuation by 0.0001298.

☒ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$135,784.63	Filing Party:	Kyocera Corporation
Form or Registration No.:	Schedule TO	Date Filed:	March 2, 2020

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ third-party tender offer subject to Rule 14d-1.

☐ issuer tender offer subject to Rule 13e-4.

☒ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☒

This Amendment No. 2 to the Tender Offer Statement on Schedule TO amends and supplements the Schedule TO filed with the Commission on March 2, 2020, as amended by Amendment No. 1 filed with the Commission on March 16, 2020 (the “Schedule TO”), and relates to the offer by Arch Merger Sub Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Kyocera Corporation (“Parent”), a joint stock corporation incorporated under the laws of Japan, to purchase any and all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of AVX Corporation (“AVX”), a Delaware corporation, that Parent does not already own for $21.75 per Share, net to the seller in cash, without interest and subject to deduction for any required withholding taxes and upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 2, 2020 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and which, together with the Offer to Purchase, constitutes the “Offer”), copies of which are incorporated by reference to Exhibits (a)(1)(i) and (a)(1)(ii), respectively, of the Schedule TO.

The information set forth in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated herein by reference in response to all of the items of this Schedule TO, including, without limitation, all of the information required by Schedule 13E-3 that is not included in or covered by the items in Schedule TO, and is supplemented by the information specifically provided herein, except as otherwise set forth below. Capitalized terms used but not defined herein have the applicable meanings ascribed to them in the Schedule TO or the Offer to Purchase.

Items 1 through 9, Item 11 and Item 13.

Items 1 through 9, Item 11 and Item 13 of the Schedule TO are hereby amended and supplemented as follows:

The Offer and withdrawal rights expired at one minute after 11:59 p.m., New York City time, at the end of the day on Friday, March 27, 2020. The Depositary for the Offer has indicated that a total of 31,763,490.559 Shares were validly tendered and not validly withdrawn pursuant to the Offer as of the Expiration Date, representing approximately 67.0% of the outstanding Shares not already owned by Parent. 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 Parent. All Shares that were validly tendered and not withdrawn pursuant to the Offer have been accepted for payment by Purchaser.

On March 30, 2020, Parent completed its acquisition of AVX pursuant to the terms of the Merger Agreement. On such date, Purchaser merged with and into AVX in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”), with AVX continuing as the surviving corporation and a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Share (other than Shares held by AVX, any of its subsidiaries, Parent, Purchaser or any subsidiary of Parent, or any stockholders who have properly exercised their appraisal rights under Section 262 of the DGCL) was converted into the right to receive $21.75 per Share, net to the seller in cash, without interest and subject to deduction for any required withholding taxes (which is the same amount per Share paid in the Offer). Instructions outlining the steps to be taken to obtain the Merger Consideration will be mailed to AVX stockholders who did not tender their Shares in the Offer.

Promptly following consummation of the Merger, Parent intends to cause all Shares to be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented with the following:

(a)(5)(iv) Press Release issued by Kyocera Corporation on March 30, 2020

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: March 30, 2020	ARCH MERGER SUB INC.
	By:	/s/ Junichi Jinno
		Name:	Junichi Jinno
		Title:	President

KYOCERA CORPORATION
By:	/s/ Shoichi Aoki
	Name:	Shoichi Aoki
	Title:	Director,  Managing Executive Officer and  General Manager of Corporate Management Control Group

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(i)*		Offer to Purchase, dated as of March 2, 2020.
(a)(1)(ii)*		Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).
(a)(1)(iii)*		Notice of Guaranteed Delivery.
(a)(1)(iv)*		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)*		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi)*		Summary Advertisement as published in the Wall Street Journal on March 2, 2020.
(a)(5)(i)*		Press release issued by Kyocera Corporation on February 21, 2020 (incorporated by reference to Exhibit 99.1 of the Tender Offer Statement on Schedule TO of Kyocera Corporation filed with the Commission on February 21, 2020).
(a)(5)(ii)*		Outline of Q&A on the Acquisition of the Remaining Shares of AVX Corporation, dated as of February 21, 2020 (incorporated by reference to Exhibit 99.2 of the Tender Offer Statement on Schedule TO of Kyocera Corporation filed with the Commission on February 21, 2020).
(a)(5)(iii)*		Press release issued by Kyocera Corporation on March 2, 2020.
(a)(5)(iv)		Press release issued by Kyocera Corporation on March 30, 2020.
(b)		Not applicable.
(c)*		Valuation Analysis, dated as of February 19, 2020, delivered by Daiwa Securities Co. Ltd. and Daiwa Corporate Advisory LLC to the board of directors of Kyocera Corporation.
(d)(1)*		Agreement and Plan of Merger, dated as of February 21, 2020, by and among AVX Corporation, Kyocera Corporation and Arch Merger Sub Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K of AVX Corporation filed with the Commission on February 21, 2020).
(d)(2)*		Products Supply and Distribution Agreement by and between Kyocera Corporation and AVX Corporation (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K of AVX Corporation for the year ended March 31, 2000).
(d)(3)*		Machinery and Equipment Purchase Agreement by and between Kyocera Corporation and AVX Corporation (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K of AVX Corporation for the year ended March 31, 2005).
(d)(4)*		Materials Supply Agreement by and between Kyocera Corporation and AVX Corporation (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K of AVX Corporation for the year ended March 31, 2005).
(d)(5)*		Disclosure and Option to License Agreement by and between Kyocera Corporation and AVX Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of AVX Corporation filed with the Commission on March 25, 2008).
(d)(6)*		Technology Disclosure Agreement by and between AVX Corporation and Kyocera Corporation (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q of AVX Corporation for the period ended December 31, 2016).
(f)*		Section 262 of the Delaware General Corporation Law (included as Schedule II to the Offer to Purchase filed herewith as Exhibit (a)(1)(i)).
(g)		Not applicable.
(h)		Not applicable.

* Previously filed

EX-99.(A)(5)(IV)

Exhibit (a)(5)(iv)

March 30, 2020

To All Persons Concerned

Name of Company Listed:	Kyocera Corporation
Name of Representative:	Hideo Tanimoto, President and Director
	(Code number: 6971, The First Section of the Tokyo Stock Exchange)
Person for Inquiry:	Shoichi Aoki Director, Managing Executive Officer and General Manager of Corporate Management Control Group (Tel: +81-75-604-3500)

Notification of Result of Tender Offer for All Outstanding Shares of AVX not owned by Kyocera 

and Change in Subsidiaries Upon Completion of Transaction

On March 2, 2020 (Eastern Time), Kyocera Corporation (“Kyocera”) commenced an all-cash tender offer (the “Tender Offer”) pursuant to which it had offered to purchase all of the outstanding shares of common stock of AVX Corporation (“AVX”) not already owned by Kyocera for $21.75 per share via Arch Merger Sub Inc. (the “Offeror”), a wholly owned subsidiary of Kyocera formed for the purpose of implementing the Tender Offer. The Tender Offer period expired one minute after 11:59 p.m. (12:00 midnight) on March 27, 2020 (Eastern Time) and the Tender Offer has been consummated.

Following the consummation of the Tender Offer, on March 30, 2020, the Offeror merged with and into AVX, with AVX as the surviving company in the merger (the “Merger”), and AVX became a wholly owned subsidiary of Kyocera (the “Transaction”). Trading in the shares of common stock of AVX on the New York Stock Exchange (the “NYSE”) was halted as of the date of closing of the Merger and the shares of common stock of AVX will be delisted from the NYSE.

1. Result of the Tender Offer

(1) Overview of the Tender Offer

(i)	Offeror in the Tender Offer:	Arch Merger Sub Inc.
(ii)	Target company of the Tender Offer:	AVX Corporation
(iii)	Type of stock acquired:	Common stock
(iv)	Tender Offer price:	$21.75 per share in cash
(v)	Tender Offer period:	From March 2, 2020 (Eastern Time)
		To one minute after 11:59 p.m. (12:00 midnight)
		on March 27, 2020 (Eastern Time)
(vi)	Minimum number of shares tendered:	The Tender Offer sets no minimum number of shares to be tendered.

(2) Result of the Tender Offer

(i) Status of tendered shares (as of one minute after 11:59 p.m. (12:00 midnight) on March 27, 2020 (Eastern Time))

34,311,979.559 shares representing 72.3%* of the outstanding shares of common stock of AVX not owned by Kyocera were validly tendered and not validly withdrawn.

* Includes Notices of Guaranteed Delivery that have been delivered for 2,548,489 shares, representing approximately 5.4% of the outstanding shares of common stock of AVX not owned by Kyocera.

(ii) Outcome of the Tender Offer

As the Tender Offer sets no minimum number of shares to be tendered, the Offeror purchased all tendered shares.

(3) Second-step merger procedures following the Tender Offer

On March 30, 2020 (Eastern Time), in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”), the Offeror merged with and into AVX, with AVX as the surviving company in the Merger, and AVX became a wholly owned subsidiary of Kyocera. As a result, on the same day, all of the outstanding shares of AVX common stock not tendered in the Tender Offer, except treasury stock owned by AVX that was extinguished without consideration, the outstanding shares of common stock owned by Kyocera or the Offeror and the outstanding shares of AVX common stock for which shareholders’ appraisal rights had been exercised in accordance with the DGCL, were converted into the right to receive $21.75 per share, in cash.

2. Change in subsidiaries

(1) Reason for change

AVX became a wholly owned subsidiary of Kyocera upon the completion of the Transaction.

(2) Overview of target company (prior to the completion of the Transaction)*

(1) Corporate name	AVX Corporation
(2) Address	1 AVX Boulevard, Fountain Inn, SC 29644, USA
(3) Name and title of representative	Chairman, CEO and President: John Sarvis
(4) Business outline	Manufacture and sale of a broad line of electronic components and interconnect, sensing and control devices and related products
(5) Stockholders’ Equity	$2,460,618 thousand (as of December 31, 2019)
(6) Year of incorporation	1972
(7) Number of outstanding shares	169,180,825 (as of January 31, 2020)
(8) Relationship of listed company to target company
Capital Relationship	Kyocera was the parent company of AVX and prior to the completion of the Transaction owned approximately 72% of AVX’s outstanding shares of common stock (121,800,000 shares).
Personal Relationship	Affiliated persons from Kyocera represented six out of nine seats on the board of directors of AVX.
Business Relationship	None
Whether to fall under affiliated parties	Kyocera was the parent company of AVX, and AVX was an affiliated party of Kyocera.

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(9) AVX’s consolidated operating results and consolidated financial position for the past three years (Thousands of $)
Accounting Period	Fiscal year ended March, 2017	Fiscal year ended March, 2018	Fiscal year ended March, 2019
Stockholders’ Equity	2,216,479	2,243,443	2,384,180
Total Assets	2,477,413	2,672,766	2,813,278
Net Revenue	1,312,661	1,562,474	1,791,790
Net Income	125,785	4,910	271,813

*Based on information from the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) by AVX on May 17, 2019 and the Quarterly Report on Form 10-Q filed with the SEC by AVX on February 5, 2020.

3. Number of shares acquired, acquisition price, and shareholding percentage before and after the Transaction

Number of shares owned before change	121,800,000 shares (Percentage of voting rights: 72%)
Number of shares acquired	47,433,298 shares
Acquisition price	Approximately $1,032 million**
Number of shares owned after change	169,233,298 shares (As a result of the Merger, all of the outstanding shares of common stock of AVX not owned by Kyocera were canceled and outstanding shares of common stock of the Offeror have been converted into shares of AVX.) (Percentage of voting rights: 100%)

**Acquisition price represents the amount required to purchase all shares of common stock of AVX not owned by Kyocera.

4. Date of change

March 30, 2020 (Eastern Time)

5. Financial impact of the Transaction

Kyocera is still reviewing the impact of the Tender Offer and the Transaction on its financial results for the fiscal year ending March 31, 2020 and will make any necessary disclosure in accordance with applicable requirements.

Forward-Looking Statements

This communication contains forward-looking statements.  These statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  The words “may,” “might,” “will,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions (or the negative of such terms) are intended to identify forward-looking statements.  If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing discussed in the forward-looking statements, and readers are cautioned not to place undue reliance on these forward-looking statements.  Forward-looking statements speak only as of the date of this communication, and Kyocera does not undertake any obligation to update any forward-looking statement except as required by law.

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