SecProbe.io

March 11 , 2020

Via E -mail
David A. Katz , Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY  10019

Re: AVX Corporation
Schedule 13E -3 filed by AVX Corporation
Filed March 2, 2020
File No. 005 -09319

Schedule 14D -9
Filed March 2 , 2020
Filed by AVX Corporation
File No. 005 -09319

Dear Mr. Katz:

We have limited our review of the filing to those issues we have addressed in our
comments. In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter by ame nding your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell u s why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Schedule 13E-3

Item 2
1. Please i nclude the information from Item 2(f) in y our Schedule 14D -9 disclosure.

Exhibit (c) (3)
2. We note you have requested confidential treatment for certain portions of this exhibit.
Please note that we w ill conduct our rev iew of your request separately.

David A. Katz , Esq.
Wachtell, Lipton, Rosen & Katz
March 11, 2020
Page 2

 Schedule 14D -9

Effect of the Offer and the Merger on Outstanding Shares Held by Directors and Executive
Officers , page 6
3. Please disclose the proceeds to be received by each director and executive officer as a
result of tendering into the offer.

Background of the Offer, page 11
4. Delete the disclaimer in  the first paragraph of this question. You may not  disclaim your
own disclosure.

Reasons for the Offer and the Merger, page 20
5. We note that the special committee  considered the analyses conducted by Centerview .
Note that if any filing person has based its fairness determination on the analysis of
factors undertaken by others, such person must expressly adopt  this analysis as their own
in order to satisfy the disclosure obligation.  See Question 20 of Exchange Act Release
No. 34 -17719 (April 13, 1981).  Please revise to state, if true, that the special committee
adopted Centerview ’s analyses and conclusion as its own  and that the board of directors
adopted the special committee ’s analyses and conclusion as its own .

Opinion of The Special Committee ’s Financial Advisor , page 26
6. Please revise this section to disclose the data underlying the results described in each
analysis prepared by Centerview  and to show how  that information resulted in the
multiples/values disclosed.  For example, disclose (i) the financial metrics used in the
Select ed Public Company and the Selected Precedent Transaction  analyses , and  (ii) the
company’s projected results and the discount rate that were used in conducting the
Discounted Cash Flow analysis (or a cross -reference to those pr ojections).
7. Disclose the basis for Centerview ’s selection of the perpetuity growth rates used in the
Discounted Cash  Flow Analysis.
8. Provide a summary of Centerview ’s presentations in January 2020. See I tem 1015(b) of
Regulation M -A.

Project ed Financial  Information , page 33
9. We note that the projected financial information and forecasts are summarize d. Please
disclose the projections and forecasts in full.

David A. Katz , Esq.
Wachtell, Lipton, Rosen & Katz
March 11, 2020
Page 3

 We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please direct any questions to  me at (202) 551 -3619.

      Sincerely,

      /s/ Daniel F. Duchovny
      Daniel F. Duchovny
      Special Counsel
      Office of Mergers and Acquisitions