The information contained on this website is only a summary of the information presented in more detail in the Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear, which you can access here. Because this website is just a summary, you should review the Notice for additional details.
Summary of the Action and Settlement
This website relates to a stockholder class action (the “Action”), pending in the Court of Chancery of the State of Delaware (the “Court”). 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 stockholder class (the “Class,” as defined below), allege, among other things, that defendants Kyocera Corporation ("Kyocera") and Shoichi Aoki, Hiroshi Fure, Koichi Kano, John Sarvis, Hideo Tanimoto, and Goro Yamaguchi (collectively, the “Individual Defendants,” and together with Kyocera, “Defendants”) breached their fiduciary duties to the Class in connection with the March 30, 2020 acquisition of the outstanding shares of AVX Corporation (“AVX”) common stock not already owned by Kyocera (the “Acquisition”).
Plaintiffs and Defendants have reached a proposed settlement of the Action for $49,900,000 in cash (the “Settlement”). The proposed Settlement, if approved by the Court, will resolve all claims in the Action.
If you are a member of the Class, you are subject to the Settlement. The Class consists of:
All former record holders and/or beneficial owners of common stock of 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, 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.
Excluded from the Class are (i) Defendants and their heirs, trusts, estates, successors, and assigns; (ii) the immediate family members of the Individual Defendants; (iii) the senior officers and directors of AVX and Kyocera at the time of the closing of the acquisition of AVX by Kyocera and their immediate family members; (iv) any parent, subsidiary, or affiliate of AVX or Kyocera; and (v) all entities in which any Defendant or any other excluded person or entity has, or had at the time of the closing of the acquisition of AVX by Kyocera, a direct or indirect controlling interest. Also excluded from the Class are Arbitrage Fund, Water Island Merger Arbitrage Institutional Commingled Fund LP, and Morningstar Alternatives Fund A Series of Morningstar Funds Trust (collectively with (i) through (v), “Excluded Stockholders” and each an “Excluded Stockholder”).
PLEASE NOTE: The Class is a non-“opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Class Members do not have the right to exclude themselves from the Class.
Payments to eligible claimants will be made only if the Court approves the Settlement and a Plan of Allocation, only after any appeals are resolved, and after the completion of all claims processing. Please be patient, as this process will take some time to complete.
Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement. If you are eligible to receive a distribution from the Settlement, your distribution will be paid to you directly.
Please be patient. If the Settlement is approved by the Court, it will take some time to conduct the Settlement distribution.
|CLASS MEMBERS’ LEGAL RIGHTS IN THE SETTLEMENT:
|RECEIVE A PAYMENT FROM THE SETTLEMENT. CLASS MEMBERS DO NOT NEED TO SUBMIT A CLAIM FORM.
||If you are a member of the Class, you may be eligible to receive a pro rata distribution from the Settlement proceeds. Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement, if approved by the Court. If you are eligible for a distribution from the Settlement, it will be paid to you directly. See paragraphs 24-33 the Notice for further discussion.
|OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN DECEMBER 7, 2022.
||If you are a member of the Class and would like to object to the proposed Settlement, the proposed Plan of Allocation, or Co-Lead Counsel’s application for an award of attorneys’ fees and expenses, you may write to the Court and explain the reasons for your objection.
|ATTEND A HEARING ON DECEMBER 22, 2022 AT 11:30 A.M., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN DECEMBER 7, 2022.
||Filing a written objection and notice of intention to appear that is received by December 7, 2022, allows you to speak in Court, at the discretion of the Court, about your objection. The December 22, 2022 hearing is scheduled to be conducted by telephone (see paragraphs 39-40 of the Notice). If you submit a written objection, you may (but you do not have to) attend the hearing and, at the discretion of the Court, speak to the Court about your objection.
The dial-in information for the telephonic Settlement Hearing is:
Dial-In Number: (267) 930-4000
Participant Access Code: 464 185 098
How do I obtain more information?
More detailed information about the Action and the Settlement is contained in the Notice. If you have questions, you may contact the Settlement Administrator by calling toll-free 877-917-0076; emailing info@AVXCorporationStockholdersLitigation.com; or mailing a letter to:
AVX Corporation Stockholders Litigation
c/o JND Legal Administration
PO Box 91050
Seattle, WA 98111
Inquiries should NOT be directed to the Court or the Clerk of the Court.