Notice of Pendency and Proposed Settlement of Class Action Involving Former Record Holders and/or Beneficial Owners of AVX Corporation Common Stock

SEATTLE, Oct. 24, 2022 /PRNewswire/ --

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SUMMARY NOTICE OF PENDENCY AND PROPOSED
SETTLEMENT OF STOCKHOLDER CLASS ACTION,
SETTLEMENT HEARING, AND RIGHT TO APPEAR

This notice is for all former record holders and/or beneficial owners of common stock of AVX Corporation ("AVX") who received $21.75 per share in cash in exchange for their shares of AVX common stock in connection with the acquisition of the outstanding shares of AVX stock not already owned by Kyocera Corporation ("Kyocera"), in their capacities as record holders and/or beneficial owners of such stock (the "Class Shares"), together with their heirs, assigns, transferees, and successors-in-interest, in each case in their capacity as holders of Class Shares (the "Class").

Certain persons and entities are excluded from the Class by definition, as set forth in the full Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear (the "Notice"), available at www.AVXCorporationStockholdersLitigation.com. Any capitalized terms used in this Summary Notice that are not otherwise defined in this Summary Notice shall have the meanings given to them in the Stipulation and Agreement of Settlement, Compromise, and Release dated September 21, 2022 (the "Stipulation"), which is also available at www.AVXCorporationStockholdersLitigation.com.

PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the "Court"), that the above-captioned stockholder class action (the "Action") has been certified as a class action on behalf of the Class defined above. 

YOU ARE ALSO NOTIFIED that (i) plaintiffs Amy Stone Lamborn, Robert Reese, Harriet Herman, and Albert Herman (collectively, "Plaintiffs"), on behalf of themselves and the other members of the Court-certified Class; and (ii) defendants Kyocera and Shoichi Aoki, Hiroshi Fure, Koichi Kano, John Sarvis, Hideo Tanimoto, and Goro Yamaguchi (collectively, the "Individual Defendants," and together with Kyocera, "Defendants") (Plaintiffs and Defendants, together, the "Parties") have reached a proposed settlement of the Action for $49,900,000 in cash (the "Settlement"). The terms of the Settlement are stated in the Stipulation entered into between Plaintiffs and Defendants. If approved by the Court, the Settlement will resolve all claims in the Action.

A hearing (the "Settlement Hearing") will be held on December 22, 2022, at 11:30 a.m., before The Honorable Sam Glasscock III, Vice Chancellor, by telephone conference, to, among other things: (i) determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Class, and should be approved by the Court; (ii) determine whether the Judgment, substantially in the form attached as Exhibit D to the Stipulation, should be entered dismissing the Action with prejudice as against Defendants; (iii) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (iv) determine whether the application by Co-Lead Counsel for an award of attorneys' fees and expenses should be approved; (v) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, or the application by Co-Lead Counsel for an award of attorneys' fees and expenses; and (vi) consider any other matters that may properly be brought before the Court in connection with the Settlement. 

Any updates regarding the Settlement Hearing, including any changes to the date, time, or format of the hearing or updates regarding remote or in-person appearances at the hearing, will be posted to the Settlement website, www.AVXCorporationStockholdersLitigation.com.

If you are a member of the Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator at AVX Corporation Stockholders Litigation, c/o JND Legal Administration, PO Box 91050, Seattle, WA 98111, 877-917-0076, or [email protected]. A copy of the Notice can also be downloaded from the Settlement website, www.AVXCorporationStockholdersLitigation.com.

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to Eligible Class Members in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court. Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of Class Shares held by the Eligible Class Member at the time such Class Shares were exchanged for the Acquisition Consideration and (ii) the "Per-Share Recovery" for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Class Shares held by all of the Eligible Class Members at the time such Class Shares were exchanged for the Acquisition Consideration. As explained in further detail in the Notice at paragraphs 24-33, pursuant to the Plan of Allocation, payments from the Net Settlement Fund to Eligible Class Members will be made in the same manner in which Eligible Class Members received the Acquisition Consideration. Eligible Class Members do not have to submit a claim form to receive a payment from the Settlement.

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Co-Lead Counsel's application for an award attorneys' fees and expenses must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Co-Lead Counsel and Defendants' Counsel such that they are received no later than December 7, 2022, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice. All questions about this Summary Notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Co-Lead Counsel. 

Requests for the Notice should be made to the Settlement Administrator:

AVX Corporation Stockholders Litigation
c/o JND Legal Administration
PO Box 91050
Seattle, WA 98111

877-917-0076
[email protected]
www.AVXCorporationStockholdersLitigation.com

Inquiries, other than requests for the Notice, should be made to Co-Lead Counsel:

BY ORDER OF THE COURT
OF CHANCERY OF THE
STATE OF DELAWARE

SOURCE JND Legal Administration