AVX AVX Corp

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:

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

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

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.

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

(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.

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(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.

(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.

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(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.

(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.

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(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.

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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.

(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.

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(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.

(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.

(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.

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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.

(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.

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(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.

(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.

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(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.

(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.

(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.

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(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.

(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.

(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.

(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.

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The following exhibits are filed herewith:

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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

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