INTRODUCTION
This Amendment No. 3 (this Amendment No. 3) amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 (as amended or supplemented from time to time, the Statement) filed on March 2, 2020 with the U.S.
Securities and Exchange Commission (the SEC) 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 Amendment No. 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 any and 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), 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, and 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 in the Statement is incorporated into this Amendment No. 3 by reference to
all of the applicable items in the Statement, except that such information is amended and supplemented to the extent provided in this Amendment No. 3. All information contained in this Amendment No. 3 and the Statement concerning the
Company, Parent and Purchaser has been provided by such person and not by any other person. All capitalized terms used in this Amendment No. 3 without definition have the meanings ascribed to them in the Schedule
14D-9.
The information contained in the Schedule 14D-9 as amended by the
Solicitation/Recommendation Statement (Amendment No. 1) on Schedule 14D-9 filed by the Company with the SEC on March 16, 2020, the Solicitation/Recommendation Statement (Amendment No. 2) on
Schedule 14D-9 filed by the Company with the SEC on March 20, 2020, the Solicitation/Recommendation Statement (Amendment No. 3) on Schedule 14D-9 filed by the
Company with the SEC on March 30, 2020 (a copy of which is filed as Exhibit (a)(2)(D) hereto, and the information contained in the Schedule TO as amended by the Tender Offer Statement (Amendment No. 1) on Schedule TO filed by Parent and
Purchaser on March 16, 2020 and the Tender Offer Statement (Amendment No. 2) on Schedule TO filed by Parent and Purchaser on March 30, 2020, are incorporated in this Amendment No. 3 by reference, and amend, supplement and
restate, as the case may be, the Statement.