Kyocera (KYOCF) SC TO-T/AThird party tender offer statement (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

(Amendment No. 1)

AVX CORPORATION
(Name of Subject Company)

ARCH MERGER SUB INC.
(Offeror)

A Wholly Owned Subsidiary of

KYOCERA CORPORATION
(Parent of Offeror)

(Names of Filing Persons—Offeror)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

002444107

(CUSIP Number of Class of Securities)

Shoichi Aoki

Kyocera Corporation

6, Takeda Tobadono-cho

Fushimi-ku, Kyoto 612-8501, Japan

Telephone: +81-75-604-3500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

George R. Bason, Jr., Esq.

Michael Davis, Esq.

Kenneth J. Lebrun, Esq.

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer.☐

This Amendment No. 1 to the Tender Offer Statement on Schedule TO amends and supplements the Schedule TO filed with the Commission on March 2, 2020 (as it may be amended or supplemented from time to time, the “Schedule TO”) and relates to the offer by Arch Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Kyocera Corporation (“Parent”), a joint stock corporation incorporated under the laws of Japan, to purchase any and all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of AVX Corporation, a Delaware corporation, that Parent does not already own for $21.75 per Share, net to the seller in cash, without interest and subject to deduction for any required withholding taxes and uponthe terms and subject to the conditions set forth in the Offer to Purchase, dated March 2, 2020 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and which, together with the Offer to Purchase, constitutes the “Offer”), copies of which are incorporated by reference to Exhibits (a)(1)(i) and (a)(1)(ii), respectively, of the Schedule TO.

The information set forth in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated herein by reference in response to all of the items of this Schedule TO, including, without limitation, all of the information required by Schedule 13E-3 that is not included in or covered by the items in Schedule TO, and is supplemented by the information specifically provided herein, except as otherwise set forth below.

Items 1 through 9, Item 11 and Item 13.

1.      The information set forth in the first paragraph in “The Offer—Section 11—Background of the Offer and the Merger; Contacts with AVX” of the Offer to Purchase is hereby amended and reinstated in its entirety as follows:

“The information set forth below regarding AVX not involving Parent or Purchaser was provided by AVX.”

2.      The information set forth in “The Offer—Section 12—Purpose of the Offer; Plans for AVX; Effects of the Offer; Stockholder Approval; Appraisal Rights—Purpose of the Offer; Plans for AVX” of the Offer to Purchase is hereby amended and supplemented by adding the following disclosure immediately after the first paragraph:

“Parent believes that the spread of new technologies will lead to increased demand in the electronic components industry, and that technological innovation and business opportunities are expected to change faster than ever. Under such rapid-changing and increased competitive circumstances, enhancing Parent’s competitive strengths and global presence vis-à-vis competitors is more of a priority than ever. Parent believes that under its global strategy, laying out the framework for rapid expansion, such as technology development, customer acquisition and investment implementation, and leveraging Parent’s and AVX’s strengths, are essential in order to gain market share in such ever-changing circumstances. Parent considers making AVX a wholly owned subsidiary of Parent as an important initiative to enhance Parent’s corporate value and make Parent a stronger industry player in the medium-to-long-term, which would not be achievable to the same extent if AVX continues to operate on a standalone basis. Parent did not consider any alternative transactions to achieve these goals. Further, Parent is interested only in acquiring the Shares that it does not already own, and in its capacity as shareholder of AVX, Parent has no interest in selling any of the Shares it holds nor would Parent vote in favor of or otherwise support any alternative sale, merger or similar transaction involving AVX.

For these reasons, Parent decided to cause Purchaser to make the Offer at this time in order to acquire the entire equity interest in AVX that Parent does not already own.”

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

* Previously filed