Item 8.01. Other Events
On
Important Additional Information and Where to Find It
The tender offer for the outstanding shares of AVX's common stock described
above has not yet commenced. This communication is for informational purposes
only and is neither an offer to purchase nor a solicitation of an offer to sell
shares of AVX's common stock, nor is it a substitute for the tender offer
materials that Kyocera and Merger Sub will file with the
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT, THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER AND THE SCHEDULE 13E-3 TRANSACTION STATEMENT, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF AVX'S COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
Investors and security holders may obtain a free copy of these materials (when
available) and other documents filed with the
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements, including statements
relating to the proposed acquisition of AVX by Kyocera and other matters, that
are not historical facts. Statements in this news release that relate to future
results and events are forward-looking statements based on AVX's current plans
and expectations and are subject to a number of risks and uncertainties that
could cause such plans and expectations, including actual results, to differ
materially from those described in these forward-looking statements. You should
not place undue reliance on these statements. All statements other than
statements of historical fact, including statements containing the words
"estimates," "believes," "anticipates," "plans," "expects," "will," and similar
expressions, are statements that could be deemed forward-looking statements.
Risks, uncertainties and other factors include, but are not limited to: (a) the
occurrence of any event, change or other circumstances that could give rise to
the termination of the merger agreement; (b) the failure of the proposed tender
offer or merger to close for any other reason; (d) risks related to disruption
of management's attention from AVX's ongoing business operations due to these
transactions; (e) the outcome of any legal proceedings, regulatory proceedings
or enforcement matters that may be instituted against AVX and others relating to
the merger agreement; (f) the risk that the pendency of the proposed tender
offer and merger disrupts current plans and operations and the potential
difficulties in employee retention as a result of the pendency of the proposed
tender offer and merger; (g) the effect of the announcement of the proposed
tender offer and merger on AVX's relationships with its customers, operating
results and business generally; and (h) the amount of the costs, fees, expenses
and charges related to the proposed transactions under the merger agreement. You
should consider these factors carefully in evaluating the forward-looking
statements. Many of these risks and uncertainties are beyond AVX's control. No
assurance can be given that actual results or events will not differ materially
from those projected, estimated, assumed or anticipated in any such
forward-looking statements. Important factors that could result in such
differences, in addition to other factors noted with such forward-looking
statements, are discussed in AVX's Annual Report on Form 10-K for the fiscal
year ended
Item 9.01. Financial Statements and Exhibits
(d) The following exhibits are included with this Report:
Exhibit Number Description 99.1 Press Release ofAVX Corporation , datedFebruary 21, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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