Greenville, South Carolina (March 12, 2012) – KEMET Corporation (NYSE: KEM), a leading manufacturer of tantalum, ceramic, aluminum, film, paper and electrolytic capacitors, announced today that it has signed an agreement to acquire a 34% economic interest with a 51% voting interest in NEC TOKIN Corporation (“NT”), a manufacturer of tantalum capacitors, electro-magnetic, electro-mechanical, access devices and piezoelectric ceramics from NEC Corporation of Japan. Revenue of NT for the twelve-month period ended March 31, 2011 was ¥64,770 million or approximately $755 million.
“Today’s announcement is certainly the most dramatic change in the history of our company, and possibly even in the Electronic Component Solutions industry. We are presenting a roadmap outlining an initial joint venture between NEC TOKIN and KEMET that will take us on a journey that will lead to a truly global enterprise and one of the most exciting component solutions companies in the world,” said Per Loof, Chief Executive Officer of KEMET. “We are excited about what this venture means to both NEC TOKIN’s and KEMET’s customers and the strength that it brings in areas of manufacturing expertise, product development, and synergies across our product base. The long-term opportunities for people and business growth have opened up immensely for all of our combined employees and the future opportunities for all other stakeholders, customers and investors, have moved to a new and higher plateau,” continued Loof.
KEMET will pay an initial purchase price of $50 million at the closing of this first transaction for a 34% economic interest and a 51% voting interest in NT. KEMET will make a second $50M payment around August 31, 2014 in exchange for an additional economic interest of 15% resulting in an economic ownership of 49% while maintaining 51% of the voting common stock. The value of the third and final payment will depend upon the operating results of NT at the time based on a multiple of six times twelve months trailing EBITDA less the previous payments. The transaction is subject to customary closing conditions, including required regulatory filings. The transaction is expected to close in early summer.
NT’s headquarters are currently located in Tokyo Japan. It has manufacturing locations in Sendai, Shiroishi and Toyama Japan; Xiamen, China; Dong Nai, Vietnam; Calamba, Philippines; and Chachoengsao, Thailand. NT has a total of ten sales offices located in the U.S., Europe, and Asia.
Per Loof, Chief Executive Officer and William M. Lowe, Executive Vice President and CFO will host a conference call from Tokyo beginning at 4:30 p.m. EDT Monday, March 12, 2012 to provide additional information regarding this acquisition. In addition, investors may view a video posted on the company’s website found on the home page for further information.
KEMET’s common stock is listed on the NYSE under the symbol “KEM.” At the Investor Relations section of our web site at http://ir.KEMET.com, users may subscribe to KEMET news releases and find additional information about our Company. KEMET applies world class service and quality to deliver industry leading, high performance capacitance solutions to its customers around the world and offers the world’s most complete line of surface mount and through-hole capacitor technologies across tantalum, ceramic, film, aluminum, electrolytic, and paper dielectrics. Additional information about KEMET can be found athttp://www.kemet.com.
Cautionary Statement on Forward-Looking Statements
Certain statements included herein contain forward-looking statements within the meaning of federal securities laws about KEMET Corporation’s (the “Company”) financial condition and results of operations that are based on management’s current expectations, estimates and projections about the markets in which the Company operates, as well as management’s beliefs and assumptions. Words such as “expects,” “anticipates,” “believes,” “estimates,” variations of such words and other similar expressions 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. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s judgment only as of the date hereof. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise.
Factors that may cause actual outcome and results to differ materially from those expressed in, or implied by, these forward-looking statements include, but are not necessarily limited to, generally adverse economic and industry conditions, including a decline in demand for the Company’s products. Other risks and uncertainties may be described from time to time in the Company’s reports and filings with the Securities and Exchange Commission.
|Company Contact:||Dean W. Dimke
Director of Corporate and Investor Communications
Coverage in Wall Street Journal
Coverage in MarketWatch
Coverage at NASDAQ and Investor Conference Call at 4:30pm EST on March 12, 2012