Kyocera Corporation’s $1.03 Billion Acquisition of AVX Corporation

Davis Polk advised Kyocera Corporation in connection with its proposed acquisition of the shares of common stock of AVX Corporation not already owned by Kyocera. Kirkland & Ellis advised Centerview Partners, financial advisor to the Special Committee of AVX Corporation on the deal.

The transaction is structured as an all-cash tender offer for $21.75 per share, to be followed by a second-step merger in which all of the outstanding shares of AVX common stock not tendered in the tender offer will be converted into the right to receive $21.75 per share, (or approximately $1.03 billion in aggregate). The transaction is subject to customary closing conditions and is expected to close during the first quarter of 2020.

Kyocera Corporation (TSE:6971) is a multinational ceramics, electronics and industrial cutting tool manufacturer headquartered in Kyoto, Japan. Kyocera consists of more than 200 operating companies and has over 70,000 employees located throughout the world.

AVX Corporation (NYSE:AVX) is a leading international manufacturer and supplier of advanced electronic components and interconnect, sensor, control and antenna solutions with 29 manufacturing facilities in 16 countries around the world. AVX is a consolidated subsidiary of Kyocera, which currently owns approximately 72% of the outstanding shares of AVX.

The Davis Polk corporate team included partners George R. Bason Jr. (Picture), Michael Davis and Ken Lebrun and associates Lucas C. Adams and Paul Jun. Partner Andrew Ditchfield is providing litigation advice. Partner Veronica M. Wissel and associate Kathleen Ginder are providing executive compensation advice. Partner John B. Reynolds III is providing CFIUS advice. Partner Ronan P. Harty is providing antitrust and competition advice.

The Kirkland team was led by transactional partners Michael Brueck and Francisco Morales Barrón and capital markets partner Christian Nagler, and corporate associate Aidan Murphy.

Involved fees earner: Lucas Adams – Davis Polk & Wardwell; George Bason Jr. – Davis Polk & Wardwell; Michael Davis – Davis Polk & Wardwell; Andrew Ditchfield – Davis Polk & Wardwell; Kathleen Ginder – Davis Polk & Wardwell; Ronan Harty – Davis Polk & Wardwell; Paul Jun – Davis Polk & Wardwell; Ken Lebrun – Davis Polk & Wardwell; John Reynolds – Davis Polk & Wardwell; Veronica Wissel – Davis Polk & Wardwell; Michael Brueck – Kirkland & Ellis; Francisco Morales Barron – Kirkland & Ellis; Aidan Murphy – Kirkland & Ellis; Christian Nagler – Kirkland & Ellis;

Law Firms: Davis Polk & Wardwell; Kirkland & Ellis;

Clients: Centerview Partners; Kyocera Corp;