KEMET Corporation (NYSE:KEM) Files An 8-K Completion of Acquisition or Disposition of Assets

On April 19, 2017, KEMET Corporation (the “Company”) announced that KEMET Electronics Corporation (“KEC”), its wholly owned subsidiary, has completed its previously announced acquisition of all of the outstanding shares of common stock and preferred stock of NEC TOKIN Corporation (“NEC TOKIN”) not already held by KEC. NEC TOKIN was a joint venture between KEC and NEC Corporation (“NEC”). NEC TOKIN is a manufacturer of tantalum capacitors, electro-magnetic and access devices. Upon closing, NEC TOKIN will change its name to TOKIN Corporation (“TOKIN”) and will be a 50% owned subsidiary of KEMET. KEC originally acquired a 34% economic, and 51% common stock, interest in NEC TOKIN on February 1, 2013.

The Company previously disclosed the acquisition and related Definitive NEC TOKIN Stock Purchase Agreement (the “Agreement’) between KEC and NEC in a Current Report on Form 8-K, dated as of February 23, 2017. KEC paid NEC JPY 16.2 billion, or approximately $149.2 million (using the April 18, 2017 exchange rate of 109.03 Japanese Yen to U.S. Dollar), for all of the outstanding shares of NEC TOKIN it did not already own. The purchase price was comprised of JPY 6.0 billion, or approximately $55.3 million (using the April 18, 2017 exchange rate of 109.03 Japanese Yen to U.S. Dollar) plus one-half of an amount determined to be the excess net cash proceeds from the previously announced sale of NEC TOKIN’s electro-mechanical devices (“EMD”) business, after the repayment of outstanding indebtedness of NEC TOKIN and after the payment of taxes, fees and expenses relating to the sale of the EMD business (“Excess Cash”). The Excess Cash is subject to working capital adjustments to a master sale and purchase agreement for the EMD business.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired

The Company will file any financial statements required by Item 9.01(a) by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.

(b) Pro forma financial information

The Company will file any pro forma financial information required by Item 9.01(b) by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.

(c) Shell Company Transaction

Not applicable

(d) Exhibits

Exhibit No. Description of Exhibit

2.1 Definitive NEC TOKIN Stock Purchase Agreement dated as of February 23, 2017, by

and between KEMET Electronics Corporation and NEC Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 1-15491) filed on February 23, 2017).

99.1 News Release, dated April 19, 2017 issued by the Company.

About KEMET Corporation (NYSE:KEM)
KEMET Corporation (KEMET) is a manufacturer of passive electronic components. The Company operates in two segments: Solid Capacitors, and Film and Electrolytic. The Solid Capacitors segment primarily produces tantalum, aluminum, polymer and ceramic capacitors. Solid Capacitors also produces tantalum powder used in the production of tantalum capacitors. The Film and Electrolytic Business Group produces film, paper and wet aluminum electrolytic capacitors. It also designs and produces EMI Filters. The Company’s product offerings include surface mount, which are attached directly to the circuit board; leaded capacitors, which are attached to the circuit board using lead wires, and chassis-mount and other pin-through-hole board-mount capacitors, which utilize attachment methods, such as screw terminal and snap-in. The Company sells its products to a range of original equipment manufacturers (OEMs) and electronics manufacturing services (EMS) providers. KEMET Corporation (NYSE:KEM) Recent Trading Information
KEMET Corporation (NYSE:KEM) closed its last trading session 00.00 at 11.23 with 223,842 shares trading hands.