KEMET Announces Expiration of Hart-Scott-Rodino Waiting Period for Proposed Transaction with Yageo
Companies Received Similar Clearances Under Antitrust Laws in Certain International Jurisdictions
Transaction on Track to Close in the Second Half of 2020
Special Meeting of Stockholders Scheduled for February 20, 2020
Fort Lauderdale, Fla., Feb. 04, 2020 (Globe Newswire) -- KEMET Corporation ("KEMET") (NYSE: KEM) today announced the expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") in connection with the previously announced acquisition of KEMET by Yageo Corporation (TAIEX: 2327) ("Yageo"). KEMET also announced the expiration of the review period under the Austrian Cartel Act and the approval of the transaction by the German Federal Cartel Office.
Under the terms of the merger agreement announced on November 11, 2019, Yageo will acquire all of the outstanding shares of KEMET's common stock for US $27.20 per share in an all-cash transaction valued at approximately US $1.8 billion, including the assumption of net debt. Both KEMET and Yageo have proven track records of completing major cross-border acquisitions and believe this transaction will generate greater value for customers and stockholders of both companies. This combination will create an industry leader in the $28 to $32 billion passive components industry, with combined annual revenues of approximately US $3 billion.1
The expiration of the waiting period under the HSR Act, the expiration of the waiting period under the Austrian Cartel Act and the approval of the transaction by the German Federal Cartel Office satisfy certain closing conditions of the pending transaction. The transaction, which is expected to close in the second half of 2020, remains subject to additional customary closing conditions and the receipt of the remaining required regulatory approvals, including approval from the Committee on Foreign Investment in the United States ("CFIUS"). The parties' filing with CFIUS was accepted on January 23, 2020, which began a 45-day review period scheduled to conclude on March 9, 2020, and which may be extended. Additionally, the companies are seeking approval under applicable antitrust laws in China, Mexico and Taiwan, as well as approval from the Investment Commission, Ministry of Economic Affairs in Taiwan. Following the consummation of the transaction, KEMET will become a wholly owned subsidiary of Yageo and KEMET's common stock will no longer be listed on any public market.
KEMET has scheduled a special meeting of KEMET's stockholders to be held on Thursday, February 20, 2020, at KEMET's headquarters, located at KEMET Tower, One East Broward Boulevard, First Floor, Fort Lauderdale, Florida 33301, at 9:00 a.m., Eastern Time, to vote on the proposed transaction, among other proposals. The KEMET board of directors recommends that stockholders vote "FOR" the proposal to adopt the merger agreement.
In connection with these announcements, KEMET will be filing supplemental proxy materials, which, when filed, can be found at https://ir.kemet.com/.
Citi is serving as financial advisor to Yageo, and Simpson Thacher & Bartlett LLP and Tsar & Tsai Law Firm in Taiwan served as legal advisors. Goldman Sachs & Co. LLC is serving as financial advisor to KEMET and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor.
About KEMET
KEMET's common stock is listed on the NYSE under the ticker symbol "KEM" (NYSE: KEM). At the Investor Relations section of our web site at www.KEMET.com/IR, users may subscribe to KEMET news releases and find additional information about our Company. KEMET offers its customers the broadest selection of capacitor technologies in the industry, along with an expanding range of sensors, actuators and electromagnetic compatibility solutions. KEMET operates manufacturing facilities, sales and distribution centers around the world. Additional information about KEMET can be found at www.KEMET.com.
Contact:
KEMET Corporation
Gregory C. Thompson
Executive Vice President and Chief Financial Officer
GregThompson@KEMET.com
