SC 13E3

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Rule 13e-100)

Rule 13e-3 Transaction Statement Under Section 13(e)

of the Securities Exchange Act of 1934

AVX CORPORATION

(Name of the Issuer)

AVX Corporation

(Name of Person(s) Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

02444107

(CUSIP Number of Class of Securities)

Michael E. Hufnagel

Senior Vice President, Chief Financial Officer, and Treasurer

1 AVX Boulevard

Fountain Inn, South Carolina 29644

(864) 967-2150

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

With copies to:

David A. Katz Jenna E. Levine Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 Dennis O. Garris Rebecca R. Valentino Alston & Bird LLP 950 F Street NW Washington, DC 20004-1404 (202) 239-3300

This statement is filed in connection with (check the appropriate box):

a.	☐	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	☐	The filing of a registration statement under the Securities Act of 1933.
c.	☒	A tender offer.
d.	☐	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☐

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

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 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, by multiplying the Transaction Valuation by 0.0001298.

☒  Check box if any part of the fee is offset as provided by Exchange Act 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 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

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this Schedule 13E-3. Any representation to the contrary is a criminal offense.

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits and annexes attached hereto (this “Schedule 13E-3”), is being filed by AVX Corporation, a Delaware corporation (the “Company”), the issuer of the common stock that is the subject of the Rule 13e-3 transaction described below.

This Schedule 13E-3 relates to the cash tender offer by Arch Merger Sub Inc., a Delaware corporation (“Purchaser”), and a wholly owned subsidiary of Kyocera Corporation, a joint stock corporation incorporated under the laws of Japan (“Parent”), to acquire all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of the Company that Parent does not already own at an offer price per Share equal to $21.75, net to the seller in cash, without interest and subject to deduction for any required withholding taxes. The Offer (as defined below) is being made pursuant to the Agreement and Plan of Merger, dated as of February 21, 2020, (together with any amendments or supplements thereto, the “Merger Agreement”), by and among the Company, Parent and Purchaser. The Merger Agreement provides, among other things, that as soon as practicable after and on the same date as the consummation of the Offer and subject to the satisfaction or waiver (to the extent waivable) of the terms and conditions of the Merger Agreement, Purchaser will be merged with and into the Company (the “Merger”), without a vote of the stockholders of the Company in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. The terms of the Offer, and the conditions to which it is subject, are set forth in the combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO by Purchaser and Parent on March 2, 2020 (as amended or supplemented from time to time, the “Schedule TO”), which contain as exhibits an Offer to Purchase dated March 2, 2020 (the “Offer to Purchase,” and the related Letter of Transmittal (the “Letter of Transmittal”), which together with the Offer to Purchase, as each of them may be amended or supplemented from time to time, constitutes the "Offer").

In response to the Offer, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 on March 2, 2020 (together with any exhibits and annexes attached thereto, the “Schedule 14D-9”). The information contained in the Schedule 14D-9 and the Offer to Purchase, including all schedules, annexes and exhibits thereto, copies of which are attached as exhibits hereto, is expressly incorporated by reference to the extent such information is required in response to the items of this Schedule 13E-3, and is supplemented by the information specifically provided herein. The responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Schedule 14D-9 and the Offer to Purchase. All information contained in this Schedule 13E-3 concerning the Company, Parent and Purchaser has been provided by such person and not by any other person. All capitalized terms used in this Schedule 13E-3 without definition have the meanings ascribed to them in the Schedule 14D-9.

ITEM 1. SUMMARY TERM SHEET.

The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

(a)    Name and Address

The information set forth in the Schedule 14D-9 under the heading “Item 1. Subject Company Information - Name and Address” is incorporated herein by reference.

(b)    Securities

The information set forth in the Schedule 14D-9 under the heading “Item 1. Subject Company Information - Securities” is incorporated herein by reference.

2

(c)    Trading Market and Price

The information set forth in the Offer to Purchase under the heading “The Offer - Section 6. Price Range of Shares; Dividends” is incorporated herein by reference.

(d)    Dividends

The information set forth in the Offer to Purchase under the heading “The Offer - Section 6. Price Range of Shares; Dividends” is incorporated herein by reference.

(e)    Prior Public Offerings

Not applicable.

(f)    Prior Stock Purchases

The following table sets forth information about Shares purchased by the Company during the past two years under the Company’s publicly announced stock repurchase program or withheld by the Company in connection with the exercise or vesting of stock options, restricted stock and restricted stock units granted by the Company.

	Amount of Securities Purchased	Range of Prices Paid	Average Price Paid Per Share
Quarter ended June 2018	55,000	$14.65 - $14.91	$14.74
(1st Quarter Fiscal 2019)

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

(a)    Name and Address

The filing person is the subject company. The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person - Name and Address,” “Item 2. Identity and Background of Filing Person - Business and Background of the Company’s Directors and Executive Officers” and “Annex A - Directors and Executive Officers” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “The Offer - Section 9. Certain Information Concerning Purchaser and Parent,” “Schedule I - Directors and Executive Officers of Parent” and “Schedule I - Directors and Executive Officers of Purchaser” is incorporated herein by reference.

(b)    Business and Background of Entities

The information set forth in the Offer to Purchase under the headings “The Offer - Section 9. Certain Information Concerning Purchaser and Parent,” “Schedule I – Directors and Executive Officers of Parent” and “Special Factors - Section 3. Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.

3

(c)    Business and Background of Natural Persons

The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person - Business and Background of the Company’s Directors and Executive Officers” and “Annex A - Directors and Executive Officers” is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading “Special Factors - Section 3. Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “The Offer - Section 9. Certain Information Concerning Purchaser and Parent,” “Schedule I - Directors and Executive Officers of Parent” and “Schedule I - Directors and Executive Officers of Purchaser” is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION.

(a)    Material Terms

(1)(i) The information set forth in the Schedule 14D-9 under the heading “Item 2. Identity and Background of Filing Person - Tender Offer and Merger” is incorporated herein by reference. The information set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “The Offer - Section 1. Terms of the Offer” is incorporated herein by reference.

(1)(ii) The information set forth in the Schedule 14D-9 under the heading “Item 2. Identity and Background of Filing Person - Tender Offer and Merger” is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” is incorporated herein by reference.

(1)(iii) The information set forth in the Schedule 14D-9 under the heading “Item 2. Identity and Background of Filing Person - Tender Offer and Merger” is incorporated herein by reference. The information set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “The Offer - Section 1. Terms of the Offer” is incorporated herein by reference.

(1)(iv) The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Offer - Section 1. Terms of the Offer” and “The Offer - Section 13. The Merger Agreement - The Offer” is incorporated herein by reference.

(1)(v) The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Offer - Section 1. Terms of the Offer” and “The Offer - Section 13. The Merger Agreement - Extensions of the Offer” is incorporated herein by reference.

(1)(vi) The information set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “The Offer - Section 4. Withdrawal Rights” is incorporated herein by reference.

(1)(vii) The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Offer - Section 3. Procedures for Tendering Shares” and “The Offer - Section 4. Withdrawal Rights” is incorporated herein by reference.

(1)(viii) The information set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “The Offer - Section 2. Acceptance for Payment and Payment for Shares” is incorporated herein by reference.

4

(1)(ix) Not applicable.

(1)(x) The information set forth in the Offer to Purchase under the heading “The Offer - Section 12. Purpose of the Offer; Plans for AVX; Effects of the Offer; Stockholder Approval; Appraisal Rights - Effects of the Offer” is incorporated herein by reference.

(1)(xi) Not applicable.

(1)(xii) The information set forth in the Offer to Purchase under the heading “The Offer - Section 5. Certain U.S. Federal Income Tax Consequences” is incorporated herein by reference.

(2)(i) The information set forth in the Schedule 14D-9 under the heading “Item 2. Identity and Background of Filing Person - Tender Offer and Merger” is incorporated herein by reference. The information set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “The Offer - Section 13. The Merger Agreement” is incorporated herein by reference.

(2)(ii) The information set forth in the Schedule 14D-9 under the heading “Item 2. Identity and Background of Filing Person - Tender Offer and Merger” is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” is incorporated herein by reference.

(2)(iii) The information set forth in the Schedule 14D-9 under the heading “Item 4. The Solicitation or Recommendation - Reasons for the Offer and the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Offer and the Merger” is incorporated herein by reference. The information set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “The Offer - Section 12. Purpose of the Offer; Plans for AVX; Effects of the Offer; Stockholder Approval; Appraisal Rights” is incorporated herein by reference.

(2)(iv) The information set forth in the Schedule 14D-9 under the heading “Item 8. Additional Information - Stockholder Approval of the Merger Not Required” is incorporated herein by reference. The information set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “The Offer - Section 12. Purpose of the Offer; Plans for AVX; Effects of the Offer; Stockholder Approval; Appraisal Rights” is incorporated herein by reference.

(2)(v) The information set forth in the Offer to Purchase under the heading “The Offer - Section 12. Purpose of the Offer; Plans for AVX; Effects of the Offer; Stockholder Approval; Appraisal Rights - Effects of the Offer and the Merger” is incorporated herein by reference.

(2)(vi) Not applicable.

(2)(vii) The information set forth in the Offer to Purchase under the heading “The Offer - Section 5. Certain U.S. Federal Income Tax Consequences” is incorporated herein by reference.

(c)    Different Terms

The information set forth in the Schedule 14D-9 under the headings “Item 3. Past Contacts, Transactions, Negotiations and Agreements” and “Item 8. Additional Information - Named Executive Officer Golden Parachute Compensation” is incorporated herein by reference.

5

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Special Factors - Section 2. Interests of Certain Persons in the Offer and Merger” and “Special Factors - Section 4. Related Party Transactions” is incorporated herein by reference.

(d)    Appraisal Rights

The information set forth in the Schedule 14D-9 under the headings “Item 8. Additional Information - Appraisal Rights” and “Annex C - Section 262 of the General Corporation Law of the State of Delaware” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Offer - Section 12. Purpose of the Offer; Plans for AVX; Effects of the Offer; Stockholder Approval; Appraisal Rights” and “Schedule II - General Corporation Law of Delaware Section 262 Appraisal Rights” is incorporated herein by reference.

(e)    Provisions for Unaffiliated Security Holders

The filing person has not made any provision in connection with the transaction to grant unaffiliated security holders access to the corporate files of the filing person or to obtain counsel or appraisal services at the expense of the filing person.

(f)    Eligibility for Listing or Trading

Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a)    Transactions

The information set forth in the Schedule 14D-9 under the heading “Item 3. Past Contacts, Transactions, Negotiations and Agreements” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors - Section 2. Interests of Certain Persons in the Offer and Merger,” and “Special Factors - Section 4. Related Party Transactions” is incorporated herein by reference.

(b) - (c) Significant Corporate Events; Negotiations or Contacts

The information set forth in the Schedule 14D-9 under the headings “Item 3. Past Contacts, Transactions, Negotiations and Agreements,” “Item 4. The Solicitation or Recommendation - Background of the Offer and the Merger” and “Item 4. The Solicitation or Recommendation - Reasons for the Offer and the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Offer and the Merger” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors - Section 3. Transactions and Arrangements Concerning the Shares,” “Special Factors - Section 4. Related Party Transactions” and “The Offer - Section 11. Background of the Offer and the Merger; Contacts with AVX” is incorporated herein by reference.

6

(e)    Agreements Involving the Subject Company’s Securities

The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person - Tender Offer and Merger” and “Item 3. Past Contacts, Transactions, Negotiations and Agreements” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Special Factors - Section 3. Transactions and Arrangements Concerning the Shares,” “Special Factors - Section 4. Related Party Transactions” and “The Offer - Section 13. The Merger Agreement” is incorporated herein by reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(b)    Use of Securities Acquired

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Offer - Section 7. Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration under the Exchange Act; Margin Regulations,” “The Offer - Section 12. Purpose of the Offer; Plans for AVX; Effects of the Offer; Stockholder Approval; Appraisal Rights” and “The Offer - Section 13. The Merger Agreement” is incorporated herein by reference.

(c)(1)-(8) Plans

The information set forth in the Schedule 14D-9 under the heading “Item 7. Purposes of the Transaction and Plans or Proposals” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Offer - Section 7. Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration under the Exchange Act; Margin Regulations” and “The Offer - Section 12. Purpose of the Offer; Plans for AVX; Effects of the Offer; Stockholder Approval; Appraisal Rights” is incorporated herein by reference.

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

(a)    Purposes

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation - Background of the Offer and the Merger,” “Item 4. The Solicitation or Recommendation - Reasons for the Offer and the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Offer and the Merger” and “Item 7. Purposes of the Transaction and Plans or Proposals” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Offer - Section 11. Background of the Offer and the Merger; Contacts with AVX” and “The Offer - Section 12. Purpose of the Offer; Plans for AVX; Effects of the Offer; Stockholder Approval; Appraisal Rights” is incorporated herein by reference.

(b)    Alternatives

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation - Background of the Offer and the Merger” and “Item 4. The Solicitation or Recommendation - Reasons for the Offer and the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Offer and the Merger” is incorporated herein by reference.

7

The information set forth in the Offer to Purchase under the heading “The Offer - Section 11. Background of the Offer and the Merger; Contacts with AVX” is incorporated herein by reference.

(c)    Reasons

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation - Background of the Offer and the Merger” and “Item 4. The Solicitation or Recommendation - Reasons for the Offer and the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Offer and the Merger” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Offer - Section 11. Background of the Offer and the Merger; Contacts with AVX” and “The Offer - Section 12. Purpose of the Offer; Plans for AVX; Effects of the Offer; Stockholder Approval; Appraisal Rights” is incorporated herein by reference.

(d)    Effects

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation - Background of the Offer and the Merger,” “Item 4. The Solicitation or Recommendation - Reasons for the Offer and the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Offer and the Merger,” “Item 5. Persons/Assets, Retained, Employed, Compensated or Used” and “Item 8. Additional Information” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Special Factors - Section 5. Rule 13e-3,” “The Offer - Section 5. Certain U.S. Federal Income Tax Consequences,” “The Offer - Section 7. Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration under the Exchange Act; Margin Regulations,” “The Offer - Section 12. Purpose of the Offer; Plans for AVX; Effects of the Offer; Stockholder Approval; Appraisal Rights” and “The Offer - Section 13. The Merger Agreement -The Merger, -AVX Stock Options, and -AVX RSUs” is incorporated herein by reference.

ITEM 8. FAIRNESS OF THE TRANSACTION.

(a)    Fairness

The information set forth in the Schedule 14D-9 under the heading “Item 4. The Solicitation or Recommendation - Reasons for the Offer and the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Offer and the Merger” is incorporated herein by reference.

(b)    Factors Considered in Determining Fairness

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation - Reasons for the Offer and the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Offer and the Merger,” “Item 4. The Solicitation or Recommendation - Opinion of the Special Committee’s Financial Advisor,” “Item 4. The Solicitation or Recommendation - Certain Prospective Financial Information,” and “Annex B - Opinion of the Special Committee’s Financial Advisor” and the information set forth in Exhibit (c)(1) attached hereto is incorporated herein by reference.

8

(c)    Approval of Security Holders

The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person - Tender Offer and Merger,” “Item 4. The Solicitation or Recommendation - Reasons for the Offer and the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Offer and the Merger” and “Item 8. Additional Information - Stockholder Approval of the Merger Not Required” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Offer - Section 1. Terms of the Offer” and “The Offer - Section 13. The Merger Agreement” is incorporated herein by reference.

(d)    Unaffiliated Representative

The information set forth in the Schedule 14D-9 under the heading “Item 4. The Solicitation or Recommendation - Reasons for the Offer and the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Offer and the Merger” is incorporated herein by reference. An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction.

(e)    Approval of Directors

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation - Recommendations of the Special Committee and the Board of Directors,” “Item 4. The Solicitation or Recommendation - Background of the Offer and the Merger” and “Item 4. The Solicitation or Recommendation - Reasons for the Offer and the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Offer and the Merger” is incorporated herein by reference.

(f)    Other Offers

Not Applicable.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

(a)-(b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal

The information set forth in “Annex B - Opinion of the Special Committee’s Financial Advisor” attached to the Schedule 14D-9 and in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation - Background of the Offer and the Merger,” “Item 4. The Solicitation or Recommendation - Reasons for the Offer and the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Offer and the Merger,” “Item 5. Persons/Assets, Retained, Employed, Compensated or Used” and the information set forth in Exhibit (c)(1) through Exhibit (c)(6) attached hereto is incorporated herein by reference.

(c)    Availability of Documents

The reports, opinions or appraisals referenced in this Item 9 are available for inspection and copying at the Company’s principal executive offices located at 1 AVX Boulevard, Fountain Inn, South Carolina 29644, during regular business hours, by any interested stockholder of the Company or a representative of such interested stockholder who has been so designated in writing by such interested stockholder and at the expense of the requesting security holder.

9

ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

(a)-(b) Source of Funds; Conditions

The information set forth in the Offer to Purchase under the heading “The Offer - Section 10. Source and Amount of Funds” is incorporated herein by reference.

(c)    Expenses

The information set forth in the Schedule 14D-9 under the heading “Item 5. Persons/Assets, Retained, Employed, Compensated or Used” is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading “The Offer - Section 17. Fees and Expenses” is incorporated herein by reference.

(d)    Borrowed Funds

Not applicable.

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a)    Securities Ownership

The information set forth in Schedule 14D-9 under the heading “Item 3. Past Contacts, Transactions, Negotiations and Agreements” is incorporated herein by reference. The information set forth in the Offer to Purchase under the headings “Special Factors - Section 3. Transactions and Arrangements Concerning the Shares,” “Special Factors - Section 4. Related Party Transactions” and “Schedule I - Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

(b)    Securities Transactions

The information set forth in Schedule 14D-9 under the headings “Item 3. Past Contacts, Transactions, Negotiations and Agreements - Arrangements with the Company’s Directors and Executive Officers” and “Item 6. Interest in Securities of the Subject Company” is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading “Special Factors - Section 3. Transactions and Arrangements Concerning the Shares” and “Schedule I - Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

ITEM 12. THE SOLICITATION OR RECOMMENDATION.

(d)    Intent to Tender or Vote in a Going-Private Transaction

The information set forth in the Schedule 14D-9 under the heading “Item 4. The Solicitation or Recommendation - Intent to Tender” is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading “Special Factors - Section 3. Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.

10

(e)    Recommendations of Others

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation - Recommendations of the Special Committee and the Board of Directors” and “Item 4. The Solicitation or Recommendation - Reasons for the Offer and the Merger; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Offer and the Merger” is incorporated herein by reference. The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction” and “Special Factors - Section 1. Position of Parent Regarding Fairness of the Transaction” is incorporated herein by reference.

ITEM 13. FINANCIAL STATEMENTS.

(a)    Financial Information

The audited financial statements of the Company as of and for the fiscal years ended March 31, 2018 and March 31, 2019 are incorporated herein by reference to “Part II - Item 8. Financial Statements and Supplementary Data” of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019, filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2019. The unaudited consolidated financial statements of the Company for the nine months ended December 31, 2019 filed in the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2019, filed with the SEC on February 5, 2020, including the section in the Form 10-Q titled “Item 1. Financial Statements (Unaudited)” are incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “The Offer - Section 8. Certain Information Concerning AVX - Financial Information” is incorporated herein by reference.

(b)    Pro Forma Information

Not applicable.

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(a)-(b) Solicitations or Recommendations; Employees and Corporate Assets

The information set forth in the Schedule 14D-9 under the heading “Item 5. Persons/Assets, Retained, Employed, Compensated or Used” is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading “The Offer - Section 17. Fees and Expenses” with respect to the persons employed or retained by Parent is incorporated herein by reference.

ITEM 15. ADDITIONAL INFORMATION.

(b)    Golden Parachute Payments

The information set forth in the Schedule 14D-9 under the headings “Item 3. Past Contacts, Transactions, Negotiations and Agreements - Arrangements with the Company’s Directors and Executive Officers - Golden Parachute Compensation” and “Item 8. Additional Information - Named Executive Officer Golden Parachute Compensation” is incorporated herein by reference.

(c)    Other Material Information

The information set forth in the Schedule 14D-9 under the heading “Item 8. Additional Information” is incorporated herein by reference.

11

ITEM 16. EXHIBITS.

The following exhibits are filed herewith:

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated March 2, 2020 (incorporated by reference to Exhibit (a)(1)(i) to the Schedule TO filed by Parent and Purchaser on March 2, 2020 (the “Schedule TO”)).
(a)(1)(B)	Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Form W-9) (incorporated by reference to Exhibit (a)(1)(ii) to the Schedule TO).
(a)(1)(C)	Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(iii) to the Schedule TO).
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(iv) to the Schedule TO).
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(v) to the Schedule TO).
(a)(1)(F)	Summary Advertisement, as published in the Wall Street Journal on March 2, 2020 (incorporated by reference to Exhibit (a)(1)(vi) to the Schedule TO).
(a)(2)(A)	Solicitation/Recommendation Statement on Schedule 14D-9 (incorporated by reference to the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on March 2, 2020).
(a)(5)(A)	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 Kyocera Corporation’s Tender Offer Statement on Schedule TO filed with the SEC on February 21, 2020).
(a)(5)(B)	Press release issued by AVX Corporation on February 21, 2020 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report Form 8-K filed on February 21, 2020).
(a)(5)(C)	Press Release issued by Kyocera on March 2, 2020 (incorporated by reference to Exhibit (a)(5)(iii) to the Schedule TO).
(c)(1)	Opinion of Centerview Partners, dated February 19, 2020 (incorporated by reference to Annex B attached to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on March 2, 2020).
(c)(2)	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 (incorporated by reference to Exhibit (c) to the Schedule TO).
(c)(3)*	Presentation of Centerview Partners to the Special Committee of the Board of Directors of the Company, dated January 8, 2020.
(c)(4)	Presentation of Centerview Partners to the Special Committee of the Board of Directors of the Company, dated January 16, 2020.
(c)(5)	Presentation of Centerview Partners to the Special Committee of the Board of Directors of the Company, dated January 25, 2020.

12

(c)(6)	Presentation of Centerview Partners to the Special Committee of the Board of Directors of the Company, dated February 19, 2020.
(d)(1)	Agreement and Plan of Merger, dated as of February 21, 2020, among AVX Corporation, Kyocera Corporation and Arch Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange 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 the Company for the year ended March 31, 2000).
(d)(3)	AVX Nonqualified Supplemental Retirement Plan Amended and Restated effective January 1, 2008 (the AVX Corporation SERP was merged into this plan effective January 1, 2005) (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K of the Company for the year ended March 31, 2009).
(d)(4)	Amendment to AVX Nonqualified Supplemental Retirement Plan, effective December 15, 2014 (incorporated by reference to Exhibit 10.4 to the Annual Report on Form10-K of the Company for the year ended March 31, 2015).
(d)(5)	AVX Corporation 2004 Stock Option Plan as amended through July 23, 2008 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2008).
(d)(6)	AVX Corporation 2004 Non-Employee Directors’ Stock Option Plan as amended through July 28, 2008 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2008).
(d)(7)	Form of Notice of Grant of Stock Options and Option Agreement for awards pursuant to AVX Corporation 2004 Stock Option Plan and AVX Corporation 2004 Non-Employee Directors’ Stock Option Plan (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K of the Company for the year ended March 31, 2013).
(d)(8)	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 the Company for the year ended March 31, 2005).
(d)(9)	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 the Company for the year ended March 31, 2005).
(d)(10)	Disclosure and Option to License Agreement effective as of April 1, 2008 by and between Kyocera Corporation and AVX Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission on March 25, 2008).
(d)(11)	Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K of the Company for year ended March 31, 2010).
(d)(12)	AVX Corporation 2014 Stock Option Plan (incorporated by reference to Exhibit 10.17 of the Annual Report on Form 10-K/A of the Company for the year ended March 31, 2013).
(d)(13)	AVX Corporation 2014 Non-Employee Directors’ Stock Option Plan as amended May 12, 2016 (incorporated by reference to Exhibit 10.13 of the Annual Report on Form 10-K of the Company for the year ended March 31, 2016).

13

(d)(14)	Form of Notice of Grant of Stock Options and Option Agreement for awards pursuant to AVX Corporation 2014 Stock Option Plan and AVX Corporation 2014 Non-Employee Directors’ Stock Option Plan (incorporated by reference to Exhibit 10.19 of the Annual Report on Form 10-K of the Company for the year ended March 31, 2014).
(d)(15)	AVX Corporation 2014 Restricted Stock Unit Plan (incorporated by reference to Exhibit 99.1 of Form S-8 filed with the Securities and Exchange Commission on August 6, 2014.)
(d)(16)	AVX Corporation 2014 Management Incentive Plan, as amended August 2, 2017, and effective April 1, 2017 (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2017).
(d)(17)	Form of Notice of Grant of Restricted Stock Units for awards pursuant to AVX Corporation 2014 Restricted Stock Unit Plan (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2016).
	Technology Disclosure Agreement, effective as of October 7, 2016, between the Company and Kyocera Corporation (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q of the Company for the period ended December 31, 2016).
(f)	Section 262 of the Delaware General Corporation Law (incorporated by reference to Annex C of the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed on March 2, 2020).

* Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

14

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13E-3 is true, complete and correct.

Dated: March 2, 2020

AVX CORPORATION
By:	/s/ Michael E. Hufnagel
Name:	Michael E. Hufnagel
Title:	Senior Vice President, Chief Financial Officer, and Treasurer

15

EX-99.(C)(3)

January 8, 2020 Special Committee Materials Project TOWER Exhibit (c)(3) Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Securities and Exchange Commission.

Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of ARROW (“ARROW”) in connection with its evaluation of a proposed transaction involving ARROW and for no other purpose. The information contained herein is based upon information supplied by or on behalf of ARROW and KITE (“KITE”) and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by ARROW. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of ARROW or any other entity, or concerning the solvency or fair value of ARROW or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of ARROW as to the future financial performance of ARROW, and at your direction Centerview has relied upon such forecasts, as provided by ARROW’s management, with respect to both ARROW, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of ARROW or KITE or a combination thereof. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of ARROW (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of ARROW or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview.

Table of Contents Preliminary ARROW Standalone Observations and Perspectives Preliminary ARROW Valuation Analysis and Key Considerations 1 2

Section I Preliminary ARROW Standalone Observations and Perspectives

ARROW Snapshot Electronic Components (68% of YTD FY2020A Revenue)(1) Ceramic Tantalum Advanced Interconnect, Sensing and Control Devices (32% of YTD FY2020A Revenue)(1) Ceramic capacitors and related components used in conjunction with integrated circuits Tantalum (higher cost) capacitors and related components used in conjunction with integrated circuits Customized products including specialized capacitors, passive and active antennas and varistors Manufacturer and reseller of electronic connectors, interconnect systems and sensing and control devices for various industries Channel Company Overview Segment Overview Revenue Breakdown (YTD FY2020A)(1) Source:ARROW management, Company filings and Wall Street research. Fiscal year ending March 31, 2020. End Market Original Equipment Manufacturer Distribution Electronics Manufacturing Service Auto Consumer Industrial Defense Network Medical ARROW is an international manufacturer and supplier of a large portfolio of electronic components, including: Capacitors, inductors, filters, resistors, couplers, diodes and circuit protection devices Sensor, control, interconnect and antenna solutions ARROW has served the automotive, industrial, medical, military, consumer electronics, communications and transportation markets for nearly 50 years Automotive: new safety, engine control, infotainment and chassis control technologies Consumer: computers, smartphones, wearables, wireless, IoT, LED lighting and HVAC, among others Industrial: power supply and conversion, renewable energy, process control, motor drives, among others Defense: tantalum capacitors, ceramic capacitors and custom components Network: products supporting the growth of next-generation technologies spanning smartphones and tablets to networks and datacenters Medical: implantables, imaging and diagnostic devices, including pacemakers and cochlear implants, and diagnostic equipment The company was founded in 1972 and is headquartered in Fountain Inn, South Carolina

ARROW Historical Financial Performance Historical Financial Performance (Fiscal Years Ending March 31) Observations ARROW achieved strong financial performance from FY2016A-2018A, driven by both its legacy businesses and two key acquisitions TT Electronics’ Sensing & Control (“IS&C”) division in October 2017 ($154mm) and antenna-focused Ethertronics in January 2018 ($150mm) During FY2019A, robust market conditions across all of ARROW’s regions and end markets led to, in management’s view, unusually high growth During FY2020E, ARROW experienced a “correction” due to: Decline in global car sales (and in particular China); Auto end market represents ~43% of total revenue Elevated distributor inventory levels Revenue Adjusted EBITDA(2) Adjusted EPS(2) Source:ARROW Management forecast and Company filings as of January 2, 2020. Note:Dollars in millions, except per share amounts. FY2020E reflects actual results through November 30, 2019 and ARROW management projections through the end of FY2020E. Adjusted EBITDA and Adjusted EPS are not burdened by stock-based compensation expense. Historical figures exclude one-time charges and tax items. Reflects the sum of cash & cash equivalents and short-term investments in securities. Cash & Cash Eq.(3) $949 (1) (1) (1) +14% CAGR +15% (16%) $1,107 $827 $813 $762 +8% CAGR +70% (40%) +4% CAGR +99% (52%) 17.5% 16.5% 15.6% 23.1% 16.6% Cash & Cash Eq. / Sh.(3) $6 $7 $5 $5 $4

Key Drivers of Recent Revenue Volatility Ceramics Tantalum Interconnect, Sensing and Control Devices KED Resale Corporate Source:ARROW Management forecast and Company filings as of January 2, 2020. Note:Dollars in millions. Fitch, OICA and Haver Analytics. Corporate revenue adjustment to account for timing adjustment between billing and shipping of products. Ceramics: Tantalum: IS&C: KED Resale: Key Drivers Strong performance in commercial ceramics resale Demand surge allowed ARROW to increase prices 4x-8x MNO2 market continues decline (40%-50% ARROW market share) Investing in Polymer for future growth (5% ARROW market share) Following meaningful acquisition TT Electronics’ Sensing & Control division in FY2018A, revenue hit a high-water mark of $502mm in FY2019A Expiration of distribution agreement on January 1, 2018 Softer market in FY2020E; pullback in commercial ceramics market given high inventory levels ARROW unable to hold prior year pricing MNO2 market continues to decline Continued investment in Polymer expected to drive future growth in Tantalum ~90% of segment is exposed to European auto market (which declined (1%) in CY2019A)(1) Rebound and potential upside in Asia & North America to offset decline in Europe N/A FY2018A – FY2019A FY2019A – FY2020E Total Revenue (Fiscal Years Ending March 31) (2)

Basis of Presentation for Financial Forecasts Revenue Adjusted EBITDA(1) Adjusted EPS(1) Historical CAGR (FY2016A – FY2018A) Projected CAGR (FY2021E – FY2025E) Observations +14% +5% +8% +10% +4% +13% Source:ARROW Management forecast and Company filings as of January 2, 2020. Note:Dollars in millions. Adjusted EBITDA and Adjusted EPS are not burdened by stock-based compensation expense. Historical figures exclude one-time charges and tax items. (~7% organic growth excluding IS&C acquisition) (~8%-10% EPS growth excluding purchase accounting for IS&C acquisition) Recent growth driven by favorable macroeconomic conditions in commercial ceramics which allowed ARROW to increase prices above historical levels ARROW management expects more tempered growth in Tantalum, but a large and growing market opportunity within other segments, including Ceramics Price increases for commercial ceramics products resulted in historical margin expansion Expected market share gains in higher-margin active antenna and polymer businesses and shift towards the industrial end market in IS&C to drive future expansion Incremental interest income from increasing cash balance ($900mm – $1.4bn from FY2021E – FY2025E) ARROW management plan does not contemplate any future M&A Given recent volatility in FY2019A and FY2020E, ARROW management believes FY2021E represents a normalized base for the financial forecast

ARROW Projected Financial Performance – Consolidated Revenue Adjusted EBITDA(2) Adjusted EPS(2) Projected Financial Performance (Fiscal Years Ending March 31) Observations +5% CAGR +10% CAGR +13% CAGR Cash & Cash Eq.(3) $941 $1,039 $1,144 $1,280 $1,434 Source:ARROW Management forecast and Company filings as of January 2, 2020. Note:Dollars in millions, except per share amounts. FY2020E reflects actual results through November 30, 2019 and ARROW management projections through the end of FY2020E. Adjusted EBITDA and Adjusted EPS are not burdened by stock-based compensation expense. Reflects free cash flow less dividends. 16.6% 19.8% 20.3% 21.4% 21.6% Growth in supercapacitor and active antenna businesses are expected to drive top-line growth in Ceramics Potential to expand market share from 5% to 15% in polymer Tantalum business could offset slowing demand for MN02 products Margins expected to increase over the projection period due to increased exposure to higher-value-add active antenna and polymer businesses Shift in focus away from automotive and toward higher-margin industrial connectors in IS&C is expected to provide additional margin expansion Potential for increased managerial efficiencies and lowering cost footprint in IS&C business could also provide meaningful margin upside Cash & Cash Eq. / Sh.(3) $4 $6 $7 $8 $8 $762 $6 18.4% (1) (1) (1)

ARROW Share Price Performance – Last Five Years Source: Company filings, ARROW Management forecast (as of January 2, 2020) and FactSet as of November 26, 2019 (ARROW unaffected date). Peers include CTS, Integer, KEMET, Taiyo Yuden, TTM and Vishay (excludes Yageo due to comparability). Peer line reflects median of peer group indexed to ARROW share price. Reflects ARROW share price as of November 26, 2019 (1-day prior to KITE’s public acquisition proposal). Peers(1) ARROW ARROW Peers(1) Share Price Performance Over Each Period +58% +99% (29%) (17%) YoY Revenue Growth FY2015A FY2016A FY2017A FY2019A FY2020E FY2018A (6%) (12%) +10% +19% +15% (16%) December 28, 2016: Announcement of termination of KITE distribution agreement January 1, 2018: Effective termination of KITE distribution agreement (6%) +10% Peers(1): +80% ARROW: $15.04(2) +6% October 24, 2018: High inventory levels in the sales channel and weakening macroeconomic trends lead to reduced sales outlook Slowing ARROW Revenue Growth October 2, 2017: Acquired TT Electronics’ Sensing & Control division

ARROW Historical Trading Performance – Last Five Years EV / NTM EBITDA (November 2014 – November 2019)(2) Price / NTM EPS (November 2014 – November 2019)(2) ARROW 5-Yr. Median: 6.2x ARROW 5-Yr. Median: 17.5x Source: Company filings and FactSet as of November 26, 2019 (ARROW unaffected date). Peers include CTS, Integer, KEMET, Taiyo Yuden, TTM, Vishay and Yageo. Reflects performance through November 26, 2019 (1-day prior to KITE’s public acquisition proposal). Peers(1) ARROW

ARROW Shareholder Base Source: Company filings and FactSet as of January 2, 2020. Market value based on ARROW share price of $15.04 as of November 26, 2019 (1-day prior to KITE’s public acquisition proposal). Weighted average cost basis for top 20 institutional shareholders based on market value. (1) (2)

Qualitative Value Considerations Revenue Growth Significant Ceramics growth potential across High-Reliability, Active Antenna and Super Cap markets Share gains in Polymer (5% today; 15%-25% future) offset contraction in Tantalum MN02 market Further geographic diversification in IS&C away from non-European auto (e.g., India, China and U.S.) as well as into new end markets (e.g., industrial) Margin Expansion Forecast calls for Adj. EBITDA margin expansion from 18.4% in FY2021E to 21.6% in FY2025E Margin expansion is reflective of shift into higher growth/margin products (e.g., Active Antenna), manufacturing efficiencies (e.g., lowering cost of IS&C footprint) and higher margin end markets (e.g., industrial connectors) KITE Distribution Agreement Non-exclusive license to distribute and sell KITE-manufactured electronic component and connector products to customers in regions outside of Japan terminated on January 1, 2018 In FY2016A, KITE resale accounted for ~22% of total ARROW revenue Emerging Technology Expecting adoption and significant growth in the Active Antenna business over the next 5 years concurrent with a reduction in R&D cost Substantial opportunities given expected global growth in 5G handsets & infrastructure Meaningful pipeline of medical products Continued innovation and electrification of automobiles M&A Large cash balance ($744mm as of 9/30/2019) could be deployed to acquire high-growth targets Completed the acquisition of COKNE in November 2019 ($10mm), further strengthening exposure to supercapacitor manufacturing Potential future M&A, including [*](1) Source:ARROW Management. Purchase price and financial impact [*] are not expected to have a material impact on the projections. *Confidential material redacted and filed separately with the Securities and Exchange Commission.

Preliminary ARROW Valuation Analysis and Key Considerations Section 2

Summary of KITE Proposal (2) (4) Summary Financials Overview Source:ARROW Management forecast, company filings and FactSet as of January 2, 2020. Note:Dollars in millions, except per share amounts. LTM and NTM financial metrics as of December 31, 2019. Averages reflect closing day prices. As received on November 27, 2019. Excludes $19mm of operating lease liabilities. KITE currently owns 72% of the ARROW shares outstanding. Adjusted EBITDA and Adjusted EPS figures are not burdened by stock-based compensation. On November 27, 2019 KITE proposed a potential acquisition for the remaining shares of ARROW not owned by KITE for $19.50 per share in cash The $19.50 per share price represents a 29.7% premium to ARROW’s closing price as of November 26, 2019 27.4% 1-month premium(1) 27.6% 3-month premium(1) 27.0% 6-month premium(1) KITE owns approximately 72% of the outstanding common shares of ARROW KITE indicated it does not have any interest in selling any of its shares of ARROW and would be unlikely to vote in favor of an alternative transaction involving ARROW Given KITE’s majority ownership and intimate knowledge of the business, they are uniquely positioned to move quickly to complete a transaction (5) (5) (3)

Preliminary ARROW Valuation Summary Source:ARROW Management forecast, company filings, Wall Street research and FactSet as of January 2, 2020. Note:Implied equity value per share rounded to nearest $0.05, except 52-week trading range. ARROW balance sheet assumes $744mm of cash and no debt as of September 30, 2019. ARROW diluted shares assume 169.1mm common shares outstanding, 0.5mm restricted shares and 1.4mm options outstanding with a weighted average exercise price of $12.82 (using treasury stock method) as of September 30, 2019. LTM and NTM financial metrics as of December 31, 2019. Adjusted EBITDA and Adjusted EPS figures are not burdened by stock-based compensation. Represents ARROW’s unaffected share price as of November 26, 2019 (1-day prior to KITE’s public acquisition proposal). Reflects range of implied terminal exit multiples based on LTM Adjusted EBITDA. ARROW Unaffected Share Price: $15.04 KITE Offer Price: $19.50 For reference only (2) (1) (6.3x - 9.5x Implied Exit Multiple)(3) (1) (1)

ARROW Analysis at Various Prices Source:ARROW Management forecast, company filings and FactSet as of January 2, 2020. Note:Dollars in millions, except per share amounts. LTM and NTM financial metrics as of December 31, 2019. Adjusted EBITDA and Adjusted EPS figures are not burdened by stock-based compensation. Excludes $19mm of operating lease liabilities. Averages reflect closing day prices. (2) (2) (2) (1)

Selected Public Trading Multiples Source:ARROW Management forecast, company filings, Wall Street research and FactSet as of January 2, 2020. Note:Dollars in billions. Sorted by enterprise value within each peer category. Revenue and Adjusted EBITDA figures are pro forma for completed and pending M&A transactions. Adjusted EBITDA and Adjusted EPS are not burdened by stock-based compensation expense. Reflects CY2015A-CY2018A CAGR. Reflects CY2019E-CY2020E growth rate. Reflects average annual Adjusted EBITDA margin from CY2016A-CY2018A. Calculated as net debt (MRQ) divided by Adjusted EBITDA (CY2019E). Reflects unaffected share price as of November 26, 2019 (1-day prior to KITE’s public acquisition proposal). LTM and NTM financial metrics as of December 31, 2019. Reflects unaffected share price as of November 11, 2019 (1-day prior to Yageo / KEMET acquisition announcement). (7) (1) (1) (1) (1) (1) (2) (3) (2) (3) (2) (3) (4) (5) (6) For reference only

Selected Precedent Transactions Source:Company filings FactSet and S&P Capital IQ as of December 20, 2019. Note:Dollars in millions. Transactions sorted by announcement date. Adjusted EBITDA and Adjusted EPS are not burdened by stock-based compensation expense. Represents last completed fiscal year to 2-year forward fiscal year, where available. Reflects premium to unaffected date.

Discounted Cash Flows Unlevered Free Cash Flow Source:ARROW Management forecast and company filings as of January 2, 2020. Note:Implied equity value per share rounded to nearest $0.05. ARROW balance sheet assumes $744mm of cash and no debt as of September 30, 2019. ARROW diluted shares assume 169.1mm common shares outstanding, 0.5mm restricted shares and 1.4mm options outstanding with a weighted average exercise price of $12.82 (using treasury stock method) as of September 30, 2019. LTM Adjusted EBITDA is not burdened by stock-based compensation. Assumes stock-based compensation is a cash expense and burdens EBIT. (1) Implied Equity Value per Share Implied Exit Multiple (LTM Adj. EBITDA)

Treatment of Balance Sheet Cash – Illustrative Considerations Leave Cash on Balance Sheet Distribute Cash as a Dividend Illustrative ARROW Share Price Sources and Uses Total Consideration to Non-KITE Shareholders(2) $150 $864 Total Consideration to Non-KITE Shareholders(2) $928 Source:Company filings and FactSet as of January 2, 2020. Note:Illustrative analysis assumes no change in trading multiple for ARROW following illustrative pre-closing cash dividend. Reflects offer from KITE as received on November 27, 2019. KITE currently owns 72% of the ARROW shares outstanding. $212 $716 $506 $208 30% premium to ARROW unaffected share price(1) KITE: $536mm Non-KITE: $208mm ________________ Total: $744mm $744mm of cash Illustrative analysis regarding treatment of ARROW cash in response to inquiries from the Special Committee

Appendix

CAGR(3) ARROW Projected Financial Performance – By Segment Adjusted EBITDA(2) Revenue(1) Annual Growth (%): 10% 7% 7% 8% 8% 5% CAGR Source:ARROW Management forecast as of January 2, 2020. Note:Dollars in millions, except per share amounts. Figures shown reflect fiscal years ending March 31. Total revenue includes Corporate adjustments (represents ~0.2% of total annual revenue). Total Adjusted EBITDA excludes stock-based compensation expense (~$4mm per year). Represents FY2021E-FY2025E CAGR. Includes interest income adjustment and Corporate D&A. CAGR(3) 7% 2% 4% 10% CAGR 13% 2% 17% Ceramics Tantalum Interconnect, Sensing and Control Devices 19% 2% 2% 2% 3% 9% 3% 4% 5% 5% 11% 5% 5% 6% 6% Ceramics Tantalum IS&C Total Margin (%): 20.7% 23.9% 24.5% 25.2% 24.9% 31.0% 30.7% 30.4% 31.8% 32.1% 6.7% 7.6% 8.3% 10.0% 10.8% 18.4% 19.8% 20.3% 21.4% 21.6% Ceramics Tantalum IS&C Total Corp. Overhead(4)

ARROW Consolidated Summary P&L Source:ARROW Management forecast and company filings as of January 2, 2020. FY2020E reflects actual results through November 30, 2019 and ARROW management projections through the end of FY2020E. Includes $18mm of interest income in FY2020 and 2% yield on cash beginning in FY2021. Projected effective tax rate of 21.0% per guidance from ARROW Management. FY2020-FY2025 estimates reflect ~0.2% of total annual revenue (based on FY2019 historical figures). (1) (3) (2) (4) (4)

Illustrative Sensitivity Analysis Implied Equity Value per Share Recovery in Ceramics and Tantalum could lead to additional upside in top-line growth and EBITDA margin Potential for pricing recovery in commercial ceramics Market share gains in Polymer may offset recent headwinds in MNO2 Potential for expansion of IS&C products beyond the automotive market (e.g., industrials) Source:ARROW Management forecast and Company filings as of January 2, 2020. Note:Sensitivity analysis assumes 3.5% perpetuity growth rate and 11.0% WACC.

Selected Precedent Minority “Squeeze Out” Transactions Source:Company filings, FactSet and S&P Capital IQ. Note:Dollars in millions. Reflects premium to unaffected date. Reflects percent increase from initial offer to final offer. Reflects amended agreement for CAD $11.00 per share and unaffected date as of June 7, 2019 (1-day prior to previously announced agreement for CAD $10.30 per share). Represents percent from initial offer ($49.00 per share) and final offer ($58.50 per share). The final offer represented the fourth price increase during the process. (3) (4) Includes cash “squeeze out” transactions with publicly traded North American targets since 2010 with total consideration to minority shareholders between $500mm and $2,500mm

Illustrative ARROW WACC Analysis Selected Public Companies Illustrative WACC Analysis Illustrative WACC Sensitivity Analysis Source:Company filings, Wall Street research, Duff & Phelps and FactSet as of January 2, 2020. Note:Dollars in billions. Reflects 2-year weekly adjusted beta. Adjusted Beta = (2/3) * Raw Beta + (1/3) * 1. Unlevered beta equals (Levered Beta / (1+(1-Tax Rate)) * (Debt/Equity)). Reflects current 20-year treasury rate. Represents the long-horizon historical expected equity risk premium per Duff & Phelps. Size premium for companies with market capitalization between ~$2.0bn and ~$3.0bn per Duff & Phelps. Reflects yield to worst of S&P US High Yield Corporate Bond BB-B Index (based on peer credit ratings). WACC equals (Debt / Capitalization * (Cost of Debt * (1-Tax Rate))) + (Equity / Capitalization * Levered Cost of Equity)). (2) (3) (4) (5) (6) (7) (1) For reference only

EX-99.(C)(4)

January 16, 2020 Special Committee Materials Project TOWER Exhibit (c)(4)

Following the Special Committee meeting on January 8th, the Special Committee’s financial and legal advisors prepared a written response to KITE’s initial proposal based on the Special Committee’s guidance On January 9th, Centerview held a telephonic meeting with DC Advisory, KITE’s financial advisor, to verbally communicate the Special Committee’s response to KITE’s initial proposal On January 10th, Centerview sent a written response to DC Advisory(1). The response included: Summary observations from the Special Committee, including its belief that the appropriate value for ARROW is in the range of $23 to $25 per share, with a focus on the upper end of that range The Special Committee’s belief that any potential transaction should include, as a condition to the consummation of a transaction, a requirement that a majority of the shares not owned by KITE, its director appointees or ARROW management (the minority) must vote in favor of (or tender their shares pursuant to) the transaction ARROW management’s financial forecast for FY2020E through FY2025E Additional value drivers that will further influence ARROW’s positive results beyond the financial forecast On January 14th, following KITE’s review of the Special Committee’s response, Centerview met with members of the DC Advisory team in Chicago to explain the Special Committee’s rationale and to answer follow-up clarification questions regarding the financial forecast On January 15th, during a telephonic discussion, DC Advisory verbally communicated KITE’s increased offer for ARROW of $20.50 per share DC Advisory explained KITE understood and appreciated the Special Committee’s response, but KITE was not prepared to increase its value to be in the range of $23 to $25 per share KITE indicated it is prepared to move expeditiously toward definitive documentation and a transaction could be announced as early as the end of January Update Since the Prior Special Committee Meeting Complete written response provided to KITE included as an Appendix B to these materials.

Summary of KITE Proposal (2) Source:ARROW Management forecast, company filings and FactSet. Note:Dollars in millions, except per share amounts. LTM and NTM financial metrics as of December 31, 2019. Excludes $19mm of operating lease liabilities. KITE currently owns 72% of the ARROW shares outstanding. Adjusted EBITDA and Adjusted EPS figures are not burdened by stock-based compensation. (3) (3) (1)

ARROW Analysis at Various Prices Source:ARROW Management forecast, company filings and FactSet. Note:Dollars in millions, except per share amounts. LTM and NTM financial metrics as of December 31, 2019. Adjusted EBITDA and Adjusted EPS figures are not burdened by stock-based compensation. Excludes $19mm of operating lease liabilities. Reflects closing day price on September 3, 2018. Averages reflect closing day prices. (3) (3) (3) (1) (2) Memo: ARROW All-Time High: $49.50 on 4/25/00

Preliminary ARROW Valuation Summary Appendix A

Preliminary ARROW Valuation Summary Source:ARROW Management forecast, company filings, Wall Street research and FactSet. Note:Implied equity value per share rounded to nearest $0.05, except 52-week trading range. ARROW balance sheet assumes $744mm of cash and no debt as of September 30, 2019. ARROW diluted shares assume 169.1mm common shares outstanding, 0.5mm restricted shares and 1.4mm options outstanding with a weighted average exercise price of $12.82 (using treasury stock method) as of September 30, 2019. LTM and NTM financial metrics as of December 31, 2019. Adjusted EBITDA and Adjusted EPS figures are not burdened by stock-based compensation. Represents ARROW’s unaffected share price as of November 26, 2019 (1-day prior to KITE’s public acquisition proposal). Reflects range of implied terminal exit multiples based on LTM Adjusted EBITDA. ARROW Unaffected Share Price: $15.04 KITE Revised Proposal: $20.50 For reference only (2) (1) (6.3x - 9.5x Implied Exit Multiple)(3) (1) (1)

Written Response Provided to KITE Appendix B

Thank you for your letter dated November 27, 2019 Following receipt, and in consideration of your proposal, the Special Committee undertook a detailed and comprehensive review of AVX with the assistance of its financial and legal advisors The value indicated in Kyocera’s initial proposal is not sufficient for the Special Committee to recommend the Potential Transaction Based on the Special Committee’s work to date, it believes that appropriate value is in the range of $23 to $25 per share, with a focus on the upper end of that range The Special Committee also believes that any Potential Transaction should include, as a condition to the consummation of a transaction, a requirement that a majority of the shares not owned by Kyocera, its director appointees or AVX management (the minority) must vote in favor of (or tender their shares pursuant to) the transaction The Special Committee will not respond on the proposed merger agreement or the request for diligence unless the proposal value is sufficiently improved and the majority of the minority condition is resolved The Special Committee believes that any negotiation and documentation can be completed expeditiously and concurrently with any confirmatory due diligence Kyocera requires, if the above threshold issues are satisfactorily resolved Summary Response from the AVX Special Committee Note:Capitalized terms are defined in the letter from Kyocera Corporation to the Special Committee of AVX Corporation, dated November 27, 2019. Observations from the Special Committee Additional Evaluation Materials for Kyocera In order to assist Kyocera in its evaluation, the Special Committee would like to provide: AVX management’s financial forecast for FY2020E through FY2025E Additional value drivers that will further influence AVX’s positive results beyond the aforementioned financial forecast 1 2

AVX Financial Forecast FY2020E reflects actual results through November 30, 2019 and AVX management forecast through the end of FY2020E. Figures not burdened by stock-based compensation expense. Assumes projected effective tax rate of 21.0% Reflects the sum of cash & cash equivalents and short-term investments in securities. (1) (2) 1 1 (2) (3) (3) (2) (2) (2) (4)

Additional Value Drivers Revenue growth driven by continued strength in Ceramics and Tantalum Polymer market share gains Product mix shift to higher value-add components and operating efficiencies will improve margin profile 2 Significant top-line growth and margin expansion in excess of management forecast Faster-than-expected adoption of 5G and innovation in industrial, consumer and medical applications Increasing electrification and digitization of historically analogue products (e.g., wearables, smart homes) Forecast does not account for continued innovation beyond existing portfolio Robust Financial Performance Expansion of Emerging Technologies Management took strategic action to support revenue growth and re-position the company for future success Agreement accounted for ~$320mm and ~$260mm of revenue in and FY17A and FY16A, respectively Recent termination of long-standing agreement impacted AVX financial and operating results Impact of Kyocera Distribution Agreement The following items, among others, support additional value creation beyond management’s forecast

Additional Value Drivers (cont’d) Track record of successful execution and integration of assets (e.g., TT Electronics’ S&C business, Ethertronics) Value creation driven by strategic, high-growth / high-margin acquisitions 2 Forecasted cash build could be used to support accretive acquisitions AVX’s leading intellectual property portfolio could be applied across the Kyocera platform Cost savings from consolidation and operating efficiencies will enhance profitability Revenue and cost synergies could enhance both companies Value Enhancing M&A Significant Savings and Synergies

EX-99.(C)(5)

January 25, 2020 Special Committee Materials Project TOWER Exhibit (c)(5)

Summary of KITE Proposal (2) Source:ARROW Management forecast, company filings and FactSet. Note:Dollars in millions, except per share amounts. LTM and NTM financial metrics as of December 31, 2019. Excludes $19mm of operating lease liabilities. KITE currently owns 72% of the ARROW shares outstanding. Adjusted EBITDA and Adjusted EPS figures are not burdened by stock-based compensation. (3) (3) (1)

ARROW Analysis at Various Prices Source:ARROW Management forecast, company filings and FactSet. Note:Dollars in millions, except per share amounts. LTM and NTM financial metrics as of December 31, 2019. Adjusted EBITDA and Adjusted EPS figures are not burdened by stock-based compensation. Excludes $19mm of operating lease liabilities. Reflects closing day price on September 3, 2018. Averages reflect closing day prices. (3) (3) (3) (1) (2) Memo: ARROW All-Time High: $49.50 on 4/25/00

Preliminary ARROW Valuation Summary Appendix A

Preliminary ARROW Valuation Summary Source:ARROW Management forecast, company filings, Wall Street research and FactSet. Note:Implied equity value per share rounded to nearest $0.05, except 52-week trading range. ARROW balance sheet assumes $753mm of cash and no debt as of December 31, 2019. ARROW diluted shares assume 169.1mm common shares outstanding, 0.5mm restricted shares and 1.4mm options outstanding with a weighted average exercise price of $12.82 (using treasury stock method) as of September 30, 2019. LTM and NTM financial metrics as of December 31, 2019. Adjusted EBITDA and Adjusted EPS figures are not burdened by stock-based compensation. Represents ARROW’s unaffected share price as of November 26, 2019 (1-day prior to KITE’s public acquisition proposal). Reflects range of implied terminal exit multiples based on LTM Adjusted EBITDA. ARROW Unaffected Share Price: $15.04 2nd Revised KITE Proposal: $21.00 For reference only (2) (1) (6.3x - 9.5x Implied Exit Multiple)(3) (1) (1)

Appendix B Background on KITE Board of Directors As Provided by DC Advisory

Background on Kyocera’s Board of Directors January 2020

Background on Kyocera’s Board of Directors ▪ Background on Kyocera’s Board of Directors / Board Composition ‒ Kyocera’s Board of Directors consists of 16 members ▪ Includes 3 Independent (“Outside”) Directors ‒ In addition, 4 Audit & Supervisory Board Members supervise Kyocera’s Board of Directors Background on Kyocera’s Board of Directors ▪ Includes 2 Independent (“Outside”) Audit & Supervisory Board Members ‒ Further information of each Board Member is provided on the following pages ▪ Background on Board and Management Involvement in Project Tower ‒ Kyocera’s Board of Directors and select members of Kyocera’s management team have been, and continue to be, actively involved in the Project Tower transaction

Composition of Kyocera’s Board of Directors Overview of Board Directors Name Board Position Background Chairman and ▪ Chairman of the Board and Representative Director of Kyocera Corporation Goro Yamaguchi ▪ Outside Director of KDDI Corporation Representative Director ▪ Director of AVX Corporation President and ▪ President and Representative Director, President and Executive Officer of Kyocera Corporation Hideo Tanimoto Representative Director ▪ Director of AVX Corporation ▪ General Manager of Corporate Industrial Tool Group of Kyocera Corporation Ken Ishii Director ▪ Director and Senior Managing Executive Officer of Kyocera Corporation ▪ Director and Senior Managing Executive Officer of Kyocera Corporation Hiroshi Fure Director ▪ General Manager of Corporate Organic Materials Semiconductor Components Group of Kyocera Corporation ▪ Director of AVX Corporation ▪ Director and Senior Managing Executive Officer of Kyocera Corporation Yoji Date Director ▪ General Manager of Corporate Electronic Components Group of Kyocera Corporation ▪ President and Representative Director of Kyocera Document Solutions Inc. Norihiko Ina Director ▪ Director and Managing Executive Officer of Kyocera Corporation ▪ General Manager of Corporate Communication Equipment Group of Kyocera Corporation Keiji Itsukushima Director ▪ Director and Managing Executive Officer of Kyocera Corporation ▪ General Manager of Corporate Development Group of Kyocera Corporation Koichi Kano Director ▪ Director and Managing Executive Officer of Kyocera Corporation ▪ Director of AVX Corporation

Composition of Kyocera’s Board of Directors (Cont’d) Overview of Board Directors Name Board Position Background ▪ Director and Managing Executive Officer of Kyocera Corporation Shoichi Aoki Director ▪ General Manager of Corporate Management Control Group of Kyocera Corporation ▪ Director of AVX Corporation Takashi Sato Director ▪ General Manager of Corporate General Affairs Human Resources Group of Kyocera Corporation ▪ Director and Managing Executive Officer of Kyocera Corporation Junichi Jinno Director ▪ General Manager of Corporate Legal and Intellectual Property Group of Kyocera Corporation ▪ Director and Managing Executive Officer of Kyocera Corporation John Sarvis Director ▪ Director of Kyocera Corporation ▪ Chairman of the Board and President, Chief Executive Officer and Director of AVX Corporation Robert Whisler Director ▪ President and Director of Kyocera International, Inc. ▪ Director of Kyocera Corporation ▪ Representative of Mizobata Certified Public Accountant Office Hiroto Mizobata Outside Director ▪ Outside Director of Kyocera Corporation (Independent Director) ▪ Outside Director (the Audit Committee) of Yamaki Co., Ltd. ▪ Outside Director (the Audit Committee) of ES-CON JAPAN Ltd. Atsushi Aoyama Outside Director ▪ Professor of Graduate School of Technology Management Department, Ritsumeikan University (Independent Director) ▪ Outside Director of Kyocera Corporation ▪ Registered Attorney Akiko Koyano Outside Director ▪ Belonging to Kyoto Bar Association (Independent Director) ▪ Partner Attorney-at-law of Koyano LPC ▪ Outside Director of Kyocera Corporation

Composition of Kyocera’s Board of Directors (Cont’d) Overview of Audit & Supervisory Board Members Name Board Position Background Audit & Supervisory Itsuki Harada ▪ Full-time Audit & Supervisory Board Member of Kyocera Corporation Board Member ▪ Registered Attorney Osamu Nishieda Audit & Supervisory ▪ Belonging to Osaka Bar Association Board Member ▪ Legal Counsel of Kyocera Corporation ▪ Audit & Supervisory Board Member of Kyocera Corporation ▪ Registered Attorney Outside Audit & ▪ Belonging to Kyoto Bar Association Supervisory Board Hitoshi Sakata ▪ Partner Attorney-at-law of Oike Law Office Member ▪ Outside Director of Nippon Shinyaku Co., Ltd. (Independent Director) ▪ Outside Audit & Supervisory Board Member of Kyocera Corporation Outside Audit & ▪ Outside Audit & Supervisory Board Member of Joyful Honda Co., Ltd. Supervisory Board Masaaki Akiyama ▪ Supervisory Officer of United Urban Investment Corporation Member ▪ Outside Audit & Supervisory Board Member of Kyocera Corporation (Independent Director)  

EX-99.(C)(6)

February 19, 2020 Special Committee Materials Project TOWER Exhibit (c)(6)

Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of ARROW (“ARROW”) in connection with its evaluation of a proposed transaction involving ARROW and for no other purpose. The information contained herein is based upon information supplied by or on behalf of ARROW and KITE (“KITE”) and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by ARROW. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of ARROW or any other entity, or concerning the solvency or fair value of ARROW or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of ARROW as to the future financial performance of ARROW, and at the Special Committee’s direction Centerview has relied upon such forecasts, as provided by ARROW’s management. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of ARROW or KITE or a combination thereof. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of ARROW (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of ARROW or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview.

Summary of KITE Proposal (3) Source:ARROW Management forecast, company filings and FactSet. Note:Dollars in millions, except per share amounts. LTM financial metrics reflect calendar year 2019 and NTM financial metrics reflect calendar year 2020. ARROW diluted shares assume 169.2mm common shares outstanding, 0.4mm restricted shares and 0.6mm options outstanding with a weighted average exercise price of $13.24 (using treasury stock method) as of February 13, 2020. Reflects ARROW share price as of November 26, 2019 (1-day prior to KITE’s public acquisition proposal). Excludes $20mm of operating lease liabilities. KITE currently owns 121.8mm ARROW common shares outstanding. Adjusted EBITDA and Adjusted EPS figures are not burdened by stock-based compensation expense. (4) (4) (2) (1)

ARROW Projected Financial Performance Revenue Adjusted EBITDA(1) Adjusted EPS(1) Projected Financial Performance (Fiscal Years Ending March 31) +5% CAGR +10% CAGR +13% CAGR Cash & Cash Eq.(2) $941 $1,038 $1,143 $1,280 $1,433 Source:ARROW Management forecast and company filings. Note:Dollars in millions, except per share amounts. Adjusted EBITDA and Adjusted EPS are not burdened by stock-based compensation expense. Reflects free cash flow less dividends. Excludes operating lease liabilities. 16.6% 19.8% 20.3% 21.4% 21.6% Cash & Cash Eq. / Sh.(2) $4 $6 $7 $8 $8 $762 $6 18.4% Debt(3) $0 $0 $0 $0 $0 $0

ARROW Valuation Summary Source:ARROW Management forecast, company filings, Wall Street research and FactSet. Note:Implied equity value per share rounded to nearest $0.05, except 52-week trading range. ARROW balance sheet assumes $753mm of cash and no debt as of December 31, 2019. ARROW diluted shares assume 169.2mm common shares outstanding, 0.4mm restricted shares and 0.6mm options outstanding with a weighted average exercise price of $13.24 (using treasury stock method) as of February 13, 2020. LTM financial metrics reflect calendar year 2019 and NTM financial metrics reflect calendar year 2020. Adjusted EBITDA and Adjusted EPS figures are not burdened by stock-based compensation expense. Represents ARROW’s unaffected share price as of November 26, 2019 (1-day prior to KITE’s public acquisition proposal). ARROW Unaffected Share Price: $15.04 Final KITE Proposal: $21.75 For reference only (2) (1) (1) (1)

ARROW Valuation Support Appendix A

ARROW Share Price Performance – Last Five Years Source: ARROW Management forecast, company filings and FactSet as of February 14, 2020. Peers include CTS, Integer, Taiyo Yuden, TTM and Vishay (excludes Yageo due to comparability). Peer line reflects median of peer group indexed to ARROW share price. Reflects ARROW share price as of February 14, 2020. Reflects ARROW share price as of November 26, 2019 (1-day prior to KITE’s public acquisition proposal). Peers(1) ARROW ARROW Peers(1) Share Price Performance Over Each Period +58% +83% (3%) (5%) YoY Revenue Growth FY2015A FY2016A FY2017A FY2019A FY2020E FY2018A (6%) (12%) +10% +19% +15% (16%) December 28, 2016: Announcement of termination of KITE distribution agreement January 1, 2018: Effective termination of KITE distribution agreement (6%) +14% Peers(1): +98% ARROW: $20.52(2) +44% $15.04(3) +6% October 24, 2018: High inventory levels in the sales channel and weakening macroeconomic trends lead to reduced sales outlook Slowing ARROW Revenue Growth October 2, 2017: Acquired TT Electronics’ Sensing & Control division November 26, 2019: Unaffected date 1-day prior to KITE’s public acquisition proposal

Selected Public Trading Multiples Source:ARROW Management forecast, company filings, Wall Street research and FactSet as of February 14, 2020. Note:Dollars in billions. Peers sorted by enterprise value. Revenue and Adjusted EBITDA figures are pro forma for completed and pending M&A transactions. Adjusted EBITDA and Adjusted EPS are not burdened by stock-based compensation expense. Reflects CY2015A-CY2018A CAGR. Reflects CY2019E-CY2020E growth rate. Reflects average annual Adjusted EBITDA margin from CY2016A-CY2018A. Calculated as net debt (MRQ) divided by Adjusted EBITDA (CY2019E). Reflects unaffected share price as of November 26, 2019 (1-day prior to KITE’s public acquisition proposal). LTM financial metrics reflect calendar year 2019 and NTM financial metrics reflect calendar year 2020. Reflects unaffected share price as of November 11, 2019 (1-day prior to Yageo acquisition announcement). (7) (1) (1) (1) (1) (1) (2) (3) (2) (3) (2) (3) (4) (5) (6) For reference only

Selected Precedent Transactions Source:Company filings, FactSet and S&P Capital IQ as of February 14, 2020. Note:Dollars in millions. Transactions sorted by announcement date. Adjusted EBITDA and Adjusted EPS are not burdened by stock-based compensation expense. Represents CAGR from last completed fiscal year to 2-year forward fiscal year, where available. Reflects premium to unaffected date.

Discounted Cash Flows Unlevered Free Cash Flow Source:ARROW Management forecast and company filings. Note:Implied equity value per share rounded to nearest $0.05. ARROW balance sheet assumes $753mm of cash and no debt as of December 31, 2019. ARROW diluted shares assume 169.2mm common shares outstanding, 0.4mm restricted shares and 0.6mm options outstanding with a weighted average exercise price of $13.24 (using treasury stock method) as of February 13, 2020. LTM Adjusted EBITDA is not burdened by stock-based compensation expense. Assumes stock-based compensation is a cash expense and burdens EBIT. (1) Implied Equity Value per Share Implied Exit Multiple (LTM Adj. EBITDA)

Weighted Average Cost of Capital Analysis Selected Public Companies WACC Analysis WACC Sensitivity Analysis Source:Company filings, Wall Street research, Duff & Phelps and FactSet as of February 14, 2020. Note:Dollars in billions. Selected public companies sorted by total enterprise value. Reflects 2-year weekly adjusted beta. Adjusted Beta equals (2/3) * Raw Beta + (1/3) * 1. Unlevered beta equals (Levered Beta / (1+(1-Tax Rate)) * (Debt/Equity)). Reflects current 20-year treasury rate. Represents the long-horizon historical expected equity risk premium per Duff & Phelps. Size premium for companies with market capitalization between ~$2.0bn and ~$3.0bn per Duff & Phelps. Reflects yield to worst of S&P US High Yield Corporate Bond BB-B Index (based on peer credit ratings). WACC equals (Debt / Capitalization * (Cost of Debt * (1-Tax Rate))) + (Equity / Capitalization * Levered Cost of Equity)). (2) (3) (4) (5) (6) (7) (1) For reference only

Supplemental Materials Appendix B

ARROW Consolidated Summary P&L Source:ARROW Management forecast and company filings. Includes $18mm of interest income in FY2020 and 2% yield on cash beginning in FY2021. Projected effective tax rate of 21.0% per guidance from ARROW Management. FY2020-FY2025 estimates reflect ~0.2% of total annual revenue (based on FY2019 historical figures). (2) (1) (3) (3)

CAGR(3) ARROW Projected Financial Performance By Segment Adjusted EBITDA(2) Revenue(1) Annual Growth (%): 10% 7% 7% 8% 8% 5% CAGR Source:ARROW Management forecast. Note:Dollars in millions, except per share amounts. Figures shown reflect fiscal years ending March 31. Total revenue includes Corporate adjustments (represents ~0.2% of total annual revenue). Total Adjusted EBITDA excludes stock-based compensation expense (~$4mm per year). Represents FY2021E-FY2025E CAGR. Includes interest income adjustment and Corporate D&A. CAGR(3) 7% 2% 4% 10% CAGR 13% 2% 17% Ceramics Tantalum Interconnect, Sensing and Control Devices 19% 2% 2% 2% 3% 9% 3% 4% 5% 5% 11% 5% 5% 6% 6% Ceramics Tantalum IS&C Total Margin (%): 20.7% 23.9% 24.5% 25.2% 24.9% 31.0% 30.7% 30.4% 31.8% 32.1% 6.7% 7.6% 8.3% 10.0% 10.8% 18.4% 19.8% 20.3% 21.4% 21.6% Ceramics Tantalum IS&C Total Corp. Overhead(4)