EX-99.(C)(5) 4 d865744dex99c5.htm EXHIBIT (C)(5) Exhibit (c)(5)

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


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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)


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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


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Preliminary ARROW Valuation Summary Appendix A


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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)


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


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Background on Kyocera’s Board of Directors January 2020


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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


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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


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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


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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)