KEMET Stockholders Approve Proposed Acquisition by Yageo
20 Fevereiro 2020 - 6:15PM
KEMET Corporation (“KEMET”) (NYSE: KEM) today announced that its
stockholders have voted to approve the proposed acquisition by
Yageo Corporation (“Yageo”) (TAIEX: 2327). Approximately 96% of the
votes cast, and 68% of the shares outstanding and entitled to vote,
voted in favor of the transaction at the special meeting of KEMET
stockholders (the “Special Meeting”).
Frank G. Brandenberg, Chairman of the KEMET Board of Directors,
said, “On behalf of the KEMET Board of Directors, I would like to
thank our stockholders for their support of this transaction. The
combined company will have a strengthened position as a leading
global manufacturer of passive electronic components able to
provide customers with the broadest selection of passive component
technologies and superior service in the industry. We look forward
to continuing to work with Yageo to complete this transaction.”
Under the terms of the merger agreement, which was announced in
November 2019, upon consummation of the transaction, KEMET
stockholders will be entitled to receive $27.20 in cash for each
share of KEMET common stock they own.
The transaction remains on track to close in the second half of
2020, subject to additional customary closing conditions and the
receipt of the remaining required regulatory approvals. 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.
After certification by KEMET’s inspector of elections, the final
voting results for the Special Meeting will be filed with the U.S.
Securities and Exchange Commission (SEC) in a Current Report on
Form 8-K and will also be available at https://ir.kemet.com.
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 http://www.KEMET.com/IR, users may subscribe to KEMET
news releases and find additional information about our Company.
KEMET offers our 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 http://www.KEMET.com.
Cautionary Statement on Forward-Looking
Statements
Certain statements herein contain “forward-looking statements”
within the meaning of federal securities laws about KEMET’s
financial condition and results of operations that are based on
management’s current expectations, estimates and projections about
the markets in which KEMET operates, as well as management’s
beliefs and assumptions. Words such as “expects,” “anticipates,”
“believes,” “estimates” or other similar expressions and future or
conditional verbs such as “will,” “should,” “would” and “could” are
intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve
certain risks, uncertainties and assumptions, which are difficult
to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in, or implied by,
such forward-looking statements.
This communication includes forward-looking statements relating
to the proposed merger between KEMET and Yageo, including financial
estimates and statements as to the expected timing, completion and
effects of the proposed merger. These estimates and statements are
subject to risks and uncertainties, and actual results might differ
materially. Such estimates and statements include, but are not
limited to, statements about the benefits of the proposed merger,
including future financial and operating results, the combined
company’s plans, expectations and intentions, and other statements
that are not historical facts. Such statements are based upon the
current beliefs and expectations of KEMET’s management and are
subject to significant risks and uncertainties outside of KEMET’s
control. Actual results could differ materially based on factors
including, but not limited to: (i) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement; (ii) the risk that Yageo
stockholders may not approve the proposed merger (if approval by
Yageo’s stockholders is required by applicable law); (iii) the risk
that the necessary regulatory approvals may not be obtained or may
be obtained subject to conditions that are not anticipated; (iv)
inability to complete the proposed merger because, among other
reasons, conditions to the closing of the proposed merger may not
be satisfied or waived; (v) uncertainty as to the timing of
completion of the proposed merger; (vi) potential adverse effects
or changes to relationships with customers, employees, suppliers or
other parties resulting from the announcement or completion of the
proposed merger; (vii) the effects that the failure to complete the
merger would have on KEMET’s financial condition and results of
operations; (viii) the effects that business uncertainties and
contractual restrictions related to the pendency of the merger may
have on KEMET’s business; (ix) the inability of KEMET to pursue
alternatives to the merger; (x) the effect of current lawsuits
against KEMET and its directors relating to the proposed merger and
potential lawsuits that could be instituted against KEMET or its
directors and officers, including the effects of any outcomes
related thereto; or (xi) possible disruptions from the proposed
merger that could harm KEMET’s business, including current plans
and operations.
Discussions of additional risks and uncertainties are contained
in KEMET’s filings with the SEC. Readers are cautioned not to place
undue reliance on these forward-looking statements, which reflect
KEMET’s judgment only as of the date hereof. KEMET undertakes no
obligation to update publicly any of these forward-looking
statements to reflect new information, future events or
otherwise.
Contact: |
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Gregory C. Thompson |
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Executive Vice President and |
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Chief Financial Officer |
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GregThompson@KEMET.com |
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(954) 595-5081 |
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