GREENVILLE, S.C., April 14, 2017 (GLOBE NEWSWIRE) -- KEMET Corporation (the “Company” or “KEMET”) (NYSE:KEM), a leading global supplier of passive electronic components, announced today that its joint venture, NEC TOKIN Corporation (“NEC TOKIN”), has completed its sale of its electro-mechanical devices ("EMD") business to NTJ Holdings 1 Ltd. ("NTJ"). The closing of the EMD sale fulfills a significant closing condition to KEMET’s purchase, through its wholly owned subsidiary, KEMET Electronics Corporation (“KEC”), of the outstanding shares of NEC TOKIN from NEC Corporation (“NEC”) pursuant to the previously disclosed Stock Purchase Agreement between NEC and KEC. The closing of KEC’s acquisition of NEC TOKIN is currently scheduled for on or about April 19, subject to the satisfactory completion of closing conditions.
NEC TOKIN’s sale of its EMD business to NTJ, a special purpose entity that is owned by funds managed or operated by Japan Industrial Partners, Inc. ("JIP"), was completed pursuant to a February 23 Master Sale and Purchase Agreement between NEC TOKIN, NTJ and JIP. EMD manufactures signal and power relays and is primarily located in Calamba, Laguna, Philippines. The selling price was JPY 48.2 billion (approximately $441.3 million, based upon an April 13 exchange rate of 109.27) and is subject to certain working capital adjustments.
For details of the agreement among NEC TOKIN, NTJ Holdings 1 Ltd. and Japan Industrial Partners, and the agreement between NEC and KEMET, please refer to the Company’s Form 8-K filed on February 23, 2017 related to these transactions.
The Company'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 electromechanical devices, electromagnetic compatibility solutions and supercapacitors. Our vision is to be the preferred supplier of electronic component solutions demanding the highest standards of quality, delivery and service. Additional information about KEMET can be found at http://www.kemet.com.
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
Certain statements included herein contain forward-looking statements within the meaning of federal securities laws, including our expectations regarding the closing date of KEC’s acquisition of NEC TOKIN. These forward-looking statements are based on management’s current expectations, estimates and 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 the actual closing date of KEC’s acquisition of NEC TOKIN to differ from those included in the forward-looking statement include the ability and timing of the completion of required closing conditions. Other 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 the following:
(i) adverse economic conditions could impact our ability to realize operating plans if the demand for our products declines, and such conditions could adversely affect our liquidity and ability to continue to operate; (ii) continued net losses could impact our ability to realize current operating plans and could materially adversely affect our liquidity and our ability to continue to operate; (iii) adverse economic conditions could cause the write down of long-lived assets or goodwill; (iv) an increase in the cost or a decrease in the availability of our principal or single-sourced purchased raw materials; (v) changes in the competitive environment; (vi) uncertainty of the timing of customer product qualifications in heavily regulated industries; (vii) economic, political, or regulatory changes in the countries in which we operate; (viii) difficulties, delays or unexpected costs in completing the restructuring plans; (ix) equity method investment in NEC TOKIN exposes us to a variety of risks; (x) acquisitions and other strategic transactions expose us to a variety of risks; (xi) possible acquisition of NEC TOKIN may not achieve all of the anticipated results; (xii) our business could be negatively impacted by increased regulatory scrutiny and litigation; (xiii) the inability to attract, train and retain effective employees and management; (xiv) the inability to develop innovative products to maintain customer relationships and offset potential price erosion in older products; (xv) exposure to claims alleging product defects; (xvi) the impact of laws and regulations that apply to our business, including those relating to environmental matters; (xvii) the impact of international laws relating to trade, export controls and foreign corrupt practices; (xviii) changes impacting international trade and corporate tax provisions related to the global manufacturing and sales of our products may have an adverse effect on our financial condition and results of operations; (xix) volatility of financial and credit markets affecting our access to capital; (xx) the need to reduce the total costs of our products to remain competitive; (xxi) potential limitation on the use of net operating losses to offset possible future taxable income; (xxii) restrictions in our debt agreements that limit our flexibility in operating our business; (xxiii) failure of our information technology systems to function properly or our failure to control unauthorized access to our systems may cause business disruptions; (xxiv) additional exercise of the warrant by K Equity, LLC which could potentially result in the existence of a significant stockholder who could seek to influence our corporate decisions; and (xxv) fluctuation in distributor sales could adversely affect our results of operations.