8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 24, 2020

KEMET Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-15491	57-0923789
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

KEMET Tower, One East Broward Blvd., Fort Lauderdale, Florida 33301

(Address of principal executive offices, zip code) 

(954) 766-2800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, par value $0.01	KEM	New York Stock Exchange

-------------------------------------------------------------

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01 Other Events

On April 24, 2020, KEMET Corporation issued a press release announcing certain updates with respect to regulatory filings in connection with its pending merger with Yageo Corporation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein

Item 9.01 Financial Statements and Exhibits

(d)                              Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release, dated as of April 24, 2020
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the XBRL document

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	April 24, 2020	KEMET Corporation
	By:	/s/ GREGORY C. THOMPSON
		Gregory C. Thompson
		Executive Vice President and
		Chief Financial Officer

EX-99.1

News Release

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	Gregory C. Thompson
	Executive Vice President and
	Chief Financial Officer
	GregThompson@KEMET.com
	954-595-5081

KEMET Announces Completion of CFIUS Review

Fort Lauderdale, Florida (April 24, 2020) - KEMET Corporation (“KEMET”) (NYSE: KEM) today announced that, in connection with the pending acquisition of KEMET by Yageo Corporation (“Yageo”) (TAIEX: 2327), on April 23, 2020, the Committee on Foreign Investment in the United States (CFIUS) notified the parties that it completed review of the pending acquisition of KEMET by Yageo and determined that there are no unresolved national security concerns with respect to the transaction.

KEMET today also announced that, on April 15, 2020, the Taiwan Fair Trade Commission (TFTC) announced its approval of the acquisition of KEMET by Yageo. The parties continue to expect the transaction to close in the second half of 2020 with the goal of closing by the end of the third quarter of 2020, subject to additional customary closing conditions and the receipt of the remaining required regulatory approvals, which include approvals under the Anti-Monopoly Law of China and approval from the Investment Commission, Ministry of Economic Affairs in Taiwan.

Cautionary Statement on Forward-Looking Statements

Certain statements included herein contain forward-looking statements within the meaning of federal securities laws about the Company's financial condition and results of operations that are based on management's current expectations, estimates and projections about the markets, in which the Company operates, as well as management's beliefs and assumptions. Words such as "expects," "anticipates," "believes," "estimates" or other similar expressions and future or conditional verbs such as “will,” “should,” “would,” and “could” are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements.

This communication includes forward-looking statements relating to the proposed merger between KEMET and Yageo, including financial estimates and statements as to the expected timing, completion and effects of the proposed merger. These estimates and statements are subject to risks and uncertainties, and actual results might differ materially. Such estimates and statements include, but are not limited to, statements about the benefits of the proposed merger, including future financial and operating results, the combined company’s plans, expectations and intentions, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of KEMET’s management and are subject to significant risks and uncertainties outside of KEMET’s control. Actual results could differ materially based on factors including, but not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (ii) the risk that Yageo stockholders may not approve the proposed merger (if approval by Yageo’s stockholders is required by applicable law); (iii) the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated; (iv) inability to complete the proposed merger because, among other reasons, conditions to the closing of the proposed merger may not be satisfied or waived; (v) uncertainty as to the timing of completion of the proposed merger; (vi) potential adverse effects or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the proposed merger; (vii) the effects that the failure to complete the merger would have on KEMET’s financial condition and results of operations; (viii) the effects that business uncertainties and contractual restrictions related to the pendency of the merger may have on KEMET’s business; (ix)

the inability of KEMET to pursue alternatives to the merger; (x) the effect of current lawsuits against KEMET and its directors relating to the proposed merger and potential lawsuits that could be instituted against KEMET or its directors and officers, including the effects of any outcomes related thereto; (xi) the risks and uncertainties associated with, and resulting from, the COVID-19 pandemic or (xii) possible disruptions from the proposed merger that could harm KEMET’s business, including current plans and operations.

Discussions of additional risks and uncertainties are contained in KEMET’s filings with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect KEMET’s judgment only as of the date hereof. KEMET undertakes no obligation to update publicly any of these forward- looking statements to reflect new information, future events or otherwise.

XML

Document and Entity Information	Apr. 24, 2020
Cover page.
Document Type	8-K
Document Period End Date	Apr. 24, 2020
Entity Registrant Name	KEMET CORP
Entity Central Index Key	0000887730
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-15491
Entity Tax Identification Number	57-0923789
Entity Address, Address Line One	KEMET Tower, One East Broward Blvd.
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33301
City Area Code	954
Local Phone Number	766-2800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	KEM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false