UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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KEMET Corporation
(Exact name of registrant as specified in its charter)
____________________
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(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 |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
On February 20, 2020, KEMET Corporation, a Delaware corporation (“KEMET”), held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals described in detail in KEMET’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 14, 2020, as supplemented by KEMET’s proxy supplement filed on February 4, 2020. The final voting results for each proposal are set forth below. As of January 9, 2020, the record date for the Special Meeting, there were 58,267,253 shares of KEMET common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, there were 41,150,352 shares represented in person or by proxy, which number constituted a quorum.
Proposal 1 – Approval of the Merger Proposal
At the Special Meeting, KEMET’s stockholders approved the proposal (the “Merger Proposal”) to adopt the Agreement and Plan of Merger, dated as of November 11, 2019, by and among KEMET, Yageo Corporation and Sky Merger Sub Inc. (as may be amended from time to time, the “Merger Agreement”), and the vote was as follows:
| For | Against | Abstain | ||
| 39,386,512 | 1,742,349 | 21,491 |
Proposal 2 – Approval of the Executive Compensation Proposal
At the Special Meeting, KEMET’s stockholders approved the proposal to approve, by a non-binding, advisory vote, compensation that will or may become payable by KEMET to its named executive officers in connection with the merger, and the vote was as follows:
| For | Against | Abstain | ||
| 22,014,422 | 18,639,093 | 496,837 |
Proposal 3 – Approval of the Adjournment Proposal
In connection with the Special Meeting, KEMET also solicited proxies with respect to a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). Because KEMET’s stockholders approved the Merger Proposal, as noted above, the Adjournment Proposal was rendered moot and not presented.
Item 8.01 Other Events.
On February 20, 2020, KEMET issued a press release announcing the results of the Special Meeting. 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 Number | Description | |
| 99.1 | Press Release, dated as of February 20, 2020. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline 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.
| KEMET Corporation | ||
| By: | /s/ William M. Lowe, Jr. | |
| Name: | William M. Lowe, Jr. | |
| Title: | Chief Executive Officer | |
Date: February 20, 2020
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
| Contact: | Gregory C. Thompson | |
| Executive Vice President and | ||
| Chief Financial Officer | ||
| GregThompson@KEMET.com | ||
| (954) 595-5081 |
KEMET Stockholders Approve Proposed Acquisition by Yageo
FORT LAUDERDALE, FL., February 20, 2020 – KEMET Corporation (“KEMET”) (NYSE: KEM) today announced that its stockholders have voted to approve the proposed acquisition by Yageo Corporation (“Yageo”) (TAIEX: 2327). Approximately 96% of the votes cast, and 68% of the shares outstanding and entitled to vote, voted in favor of the transaction at the special meeting of KEMET stockholders (the “Special Meeting”).
Frank G. Brandenberg, Chairman of the KEMET Board of Directors, said, “On behalf of the KEMET Board of Directors, I would like to thank our stockholders for their support of this transaction. The combined company will have a strengthened position as a leading global manufacturer of passive electronic components able to provide customers with the broadest selection of passive component technologies and superior service in the industry. We look forward to continuing to work with Yageo to complete this transaction.”
Under the terms of the merger agreement, which was announced in November 2019, upon consummation of the transaction, KEMET stockholders will be entitled to receive $27.20 in cash for each share of KEMET common stock they own.
The transaction remains on track to close in the second half of 2020, subject to additional customary closing conditions and the receipt of the remaining required regulatory approvals. Following the consummation of the transaction, KEMET will become a wholly owned subsidiary of Yageo, and KEMET’s common stock will no longer be listed on any public market.
After certification by KEMET’s inspector of elections, the final voting results for the Special Meeting will be filed with the U.S. Securities and Exchange Commission (SEC) in a Current Report on Form 8-K and will also be available at https://ir.kemet.com.
About KEMET
KEMET’s common stock is listed on the NYSE under the ticker symbol “KEM” (NYSE: KEM). At the Investor Relations section of our web site at http://www.KEMET.com/IR, users may subscribe to KEMET news releases and find additional information about our Company. KEMET offers our customers the broadest selection of capacitor technologies in the industry, along with an expanding range of sensors, actuators and electromagnetic compatibility solutions. KEMET operates manufacturing facilities, sales and distribution centers around the world. Additional information about KEMET can be found at http://www.KEMET.com.
Cautionary Statement on Forward-Looking Statements
Certain statements herein contain “forward-looking statements” within the meaning of federal securities laws about KEMET’s financial condition and results of operations that are based on management’s current expectations, estimates and projections about the markets in which KEMET 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; or (xi) 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 SEC. 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.
Cover |
Feb. 20, 2020 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Feb. 20, 2020 |
| Entity File Number | 001-15491 |
| Entity Registrant Name | KEMET CORP |
| Entity Central Index Key | 0000887730 |
| Entity Tax Identification Number | 57-0923789 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | KEMET Tower |
| Entity Address, Address Line Two | 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 |