<PAGE>

                                                                     Exhibit 2.4

                         UNITED STATES BANKRUPTCY COURT
                            DISTRICT OF MASSACHUSETTS
                                EASTERN DIVISION

-----------------------------------)
In re:                             )
                                   )
               AEROVOX, INC.,                )       Chapter 11
                                   )        Case No. 01-14680-JNF
                   Debtor          )
                                   )
-----------------------------------)

        NOTICE OF PRIVATE SALE OF ASSETS FREE AND CLEAR OF LIENS, CLAIMS,
                         AND ENCUMBRANCES, DEADLINE FOR
            SUBMITTING OBJECTIONS AND COUNTEROFFERS, AND HEARING DATE
                        (NUEVA GENERACION MANUFACTURAS)
                        -------------------------------

To Creditors and Parties in Interest:

     Notice is hereby given, pursuant to Sections 105, 363(b) and (f) and
365(a), (b) and (f) of the Bankruptcy Code, Fed. R. Bankr. P. 6004(c) and
6006(a) and MLBR 6004-1 and 6006-1 and the Order of the Court dated April 30,
2002 (the "Sale Procedures Order"), that, pursuant to the Motion by Debtor to
Sell Assets by Private Sale, Free and Clear of Liens, Claims, Encumbrances, and
Interests, and For Authority to Assume and Assign Certain Executory Contracts
and Unexpired Leases (the "Sale Motion"), Aerovox, Inc., (the "Debtor") and
Aerovox de Mexico S.A. de C.V. (the "Mexican Subsidiary"), a subsidiary of the
Debtor, intend to sell to Nueva Generacion Manufacturas S.A. de C.V.
("Purchaser") by private sale the Assets (as defined below).

     Pursuant to the Sale Motion, the Debtor hereby solicits counteroffers for
the Assets.

     Pursuant to Section 363 of the Bankruptcy Code, those Assets owned by the
Debtor will be sold free and clear of all liens, claims, encumbrances and
interests, including without limitation all consensual liens and security
interests and all liens or claims arising by operation of law. Any and all such
liens, claims, encumbrances and interests shall attach to the proceeds of sale
of such Assets to the same extent and priority as existed prior to the filing of
the Debtor's bankruptcy proceeding. Nothing in this notice constitutes a waiver
of the right to review and challenge the extent, priority or validity of any
lien, claim, encumbrance or interest.

     The Debtor has requested that the Bankruptcy Court determine, at the
Hearing (as defined below), that the successful bidder or bidders for the Assets
be deemed to be a "good faith" purchaser providing to the Debtor consideration
for the Assets that constitutes payment of "value" pursuant to Section 363(m) of
the Bankruptcy Code (the "Section 363(m) Findings").

<PAGE>

                                                                     Exhibit 2.4

       Description of Assets and Terms and Conditions of Sales of Assets3
       ------------------------------------------------------------------

                          1. Proposed Sale to Purchaser
                          -----------------------------

     The Debtor and the Mexican Subsidiary are seeking the authority to sell to
Purchaser the following assets:

          1.   Mexican Subsidiary Assets. Except for the "Excluded Assets" (as
               -------------------------
          defined below), all assets and properties owned by the Mexican
          Subsidiary at the time of "Closing" (as defined below) and located at
          the Mexico City facility, including, without limitation, the
          following:

                    a) All inventory (including raw materials, work-in-process,
                    finished goods and other inventory items) owned by the
                    Mexican Subsidiary at Closing and located at the Mexico City
                    facility;

                    b) All machinery, equipment, fixtures and construction in
                    progress owned by the Mexican Subsidiary at Closing and
                    located at the Mexico City facility, as well as any and all
                    warranty and other contract rights of the Mexican Subsidiary
                    with respect to the foregoing;

                    c) All accounts receivable owned by the Mexican Subsidiary
                    (excluding intercompany accounts receivable) resulting
                    solely from the sale of goods manufactured at the Mexico
                    City facility that are outstanding at the time of Closing;

                    d) All prepaid expenses, deposits, refunds (excluding tax
                    refunds), claims, rights of set-off, causes of action,
                    rights of recovery and rights of recoupment owned by the
                    Mexican Subsidiary which relate solely to the operation of
                    the Mexico City facility;

                    e) All information technology systems owned by the Mexican
                    Subsidiary and located at the Mexico City facility, as well
                    as any and all warranty and other contract rights of the
                    Mexican Subsidiary with respect to the foregoing;

                    f) All of the customer agreements, sales representative
                    agreements, supply agreements, equipment leases, real
                    property leases, license agreements and other contracts and
                    agreements to which the Mexican

____________

3         The description of the sale contained in this notice is not intended
     to be a substitute for the descriptions contained within the Agreement
     Regarding Purchase of Certain Assets from Aerovox Incorporated and Aerovox
     de Mexico ("Agreement") which contains important additional terms and
     conditions. In the case of any conflict between this Notice and the
     Agreement, the terms of the Agreement shall govern. Parties in interest may
     request copies of the Agreement from the undersigned. Parties who submit
     counteroffers will be subject to the terms of the Agreement.

<PAGE>

                                                                     Exhibit 2.4

                    Subsidiary is a party and identified on Exhibit A to the
                    Agreement;

                    g) All patents, patent applications, trade secrets,
                    technology, know-how, inventions, processes, technical
                    information and data, tools and dies, designs, plans,
                    drawings, diagrams, schematics and other proprietary
                    information and intellectual property owned by the Mexican
                    Subsidiary and used solely in connection with the Mexico
                    City operations;

                    h) The "CGE" trademark, together with all goodwill
                    associated therewith (with any transfer or documentation
                    costs or expenses related to such transfer to be paid by
                    Purchaser); and

                    i) All customer lists and data, marketing plans and
                    documents, advertising, sales and promotional materials,
                    marketing studies and reports and other documents and
                    materials owned by the Mexican Subsidiary and relating
                    solely to those products produced at the Mexico City
                    facility which are not produced at the Juarez, Mexico, or
                    New Bedford, Massachusetts manufacturing facilities of the
                    Mexican Subsidiary and the Debtor.

          2.   Aerovox Assets. Only the following specific assets and properties
               --------------
               of the Debtor:

                    a) All motor start capacitor inventory owned by the Debtor
                    at Closing and (i) on consignment to Whirlpool and located
                    at or in transit to its facilities at 1347 Heil Quaker Blvd,
                    Laverne, TN 32086 and 119 Birdseye St., Clyde, Ohio 43410 or
                    (ii) on consignment to Tecumseh and located at or in transit
                    to M.B. Hiatt, Inc., 3131 S. Adrian Hwy, Adrian, MI 49221;

                    b) The following machinery and equipment: (i) an Arcotronics
                    6-paper winding machine owned by the Debtor and located at
                    the Juarez, Mexico facility; and (ii) all machinery and
                    equipment owned by the Debtor which is leased by the Debtor
                    to the Mexican Subsidiary and located at the Mexico City
                    facility, as well as any and all warranty and other contract
                    rights of the Debtor with respect to any of the foregoing;

                    c) All of the equipment leases, license agreements and other
                    contracts and agreements to which the Debtor is a party
                    relating solely to the Mexico City operations and identified
                    on Exhibit B to the Agreement ("Acquired Contracts");
                       ---------

                    d) All patents, patent applications, trade secrets,
                    technology, know-how, inventions, processes, technical
                    information and data, tools and dies, designs, plans,
                    drawings, diagrams, schematics and other proprietary
                    information and intellectual property owned by the Debtor
                    and used solely in the production of those products produced
                    at the Mexico City facility which are not produced at any
                    other manufacturing facility owned by the Debtor or its
                    subsidiaries or affiliates; and

<PAGE>

                                                                     Exhibit 2.4

                    e) All customer lists and data, marketing plans and
                    documents, advertising, sales and promotional materials,
                    marketing studies and reports and other documents and
                    materials owned by the Debtor and relating solely to those
                    those products produced at the Mexico City facility which
                    are not produced at the Juarez, Mexico, or New Bedford,
                    Massachusetts manufacturing facilities.

               3.   Notwithstanding the foregoing, the Assets shall not include
          any of the following (collectively, the "Excluded Assets"):

                    (a) any and all assets of the Debtor which are not
                    specifically listed above,

                    (b) cash and cash equivalents of the Mexican Subsidiary;

                    (c) all rights of the Mexican Subsidiary to or claims for
                    refunds or rebates of any taxes (including, without
                    limitation, any such matters related to Value Added Tax,
                    i.e. IVA) for any period prior to the Closing Date, and the
                    benefit of net operating loss carryforwards, carrybacks or
                    other credits of the Debtor and the Mexican Subsidiary
                    relating to any such period;

                    (d) any and all assets of the Debtor and the Mexican
                    Subsidiary located at the Juarez, Mexico facility (except
                    for the winding machine specifically referenced above),

                    (e) all intercompany accounts or notes receivable;

                    (f) all insurance claims and policies of the Mexican
                    Subsidiary relating to the Mexico City operations,

                    (g) any rights of the Debtor or the Mexican Subsidiary under
                    any contract or agreement which is not an Acquired Contract,
                    and

                    (h) any and all trademarks, service marks, product names,
                    trade names of the Debtor and the Mexican Subsidiary other
                    than the CGE trademark, whether or not related to the Mexico
                    City operations, including, without limitation., "CGE
                    Aerovox", "Aerovox", "Aeromet", Supermet", "Blue Mike" or
                    any combination or derivation thereof. 4

                            Assumption of Liabilities

     The Purchaser shall assume the following liabilities in connection with the
acquisition:

          1. All liabilities and obligations of the Mexican Subsidiary
          (excluding intercompany liabilities and obligations and liabilities
          for the payment of taxes)

_______________
4    For a period of twelve months following the Closing, the Purchaser shall
     have a non-exclusive license to use the CGE Aerovox trademark.

<PAGE>

                                                                     Exhibit 2.4

               relating exclusively to the Mexico City operations arising prior
               to the Closing of the transactions contemplated hereby;

                    2. All obligations of the Debtor and the Mexican Subsidiary
               under the Acquired Contracts, whether arising prior to or
               following the Closing of the transactions contemplated hereby;

               3. The obligations of the Mexican Subsidiary at Closing with
               respect to that certain loan from Banco Bilbao Vizcaya ("BBV") to
               the Mexican Subsidiary in the original principal amount of
               $1,000,000 (the "BBV Loan"); and

               4. All liabilities of the Mexican Subsidiary for payroll and
               related employee benefits in respect of any employee of the
               Mexico City operations relating to periods or for services
               provided prior to the Closing, provided, however, the Mexican
               Subsidiary shall remain responsible for the payment obligations,
               if any, with respect to employee profit sharing, as required by
               law.

          Purchaser also acknowledges and agrees that it is purchasing the
     Assets subject to the following liens, liabilities and encumbrances: (1)
     the terms of all Acquired Contracts and other assumed liabilities, and (2)
     all liens and security interests on those Assets being acquired from the
     Debtor and the Mexican Subsidiary existing as of the date hereof in favor
     of BBV which secure the BBV Loan.

                                Additional Terms

     At Closing, the Purchaser, Enrique Sanchez, Compania General de Electronica
SA de C.V. ("CGE") and six corporate entities ("6 Tulips") affiliated with Mr.
Sanchez shall grant releases in favor of the Debtor. As a result of the
releases, the following obligations of the Debtor and the Mexican Subsidiary
shall be extinguished:

     (i)  promissory notes payable, in the aggregate amount of $1,591,000 to the
6 Tulips by the Debtor;

     (ii) obligations arising under a real property lease and security agreement
between the Mexican Subsidiary and CGE in the approximate amount of $1,000,000.

     The purchase price for the sale and transfer of the Assets is $2,550,000.00
in cash (the "Purchase Price"), subject to adjustment for any change in the
working capital of the Mexico City operations from February 23, 2002 through the
date of closing the transaction (the "Closing").

     The Closing is required to occur on or before June 28, 2002.

<PAGE>

                                                                     Exhibit 2.4

                             Bid and Sale Procedures
                             -----------------------

     IN ACCORDANCE WITH THE SALE MOTION, BIDS FOR THE ASSETS ARE HEREBY
SOLICITED. If you wish to bid on the Assets, you must comply with the ORDER ON
MOTION BY DEBTOR FOR APPROVAL OF BIDDING PROCEDURES AND TERMINATION FEE
PROVISIONS IN CONNECTION WITH MOTION BY DEBTOR TO SELL ASSETS BY PRIVATE SALE
(the "Sale Procedures Order"), copies of which are available from Debtor's
counsel. In summary, the Sale Procedures Order requires that any bids be
accompanied by a cash deposit in the form of a wire transfer or certified check,
payable to Hanify & King as counsel to Aerovox, Inc., in the respective amounts
set forth herein, accompanied by a Qualified Bid (as defined below) in writing,
to counsel for the Debtor, Harold B. Murphy, Esq., Hanify & King, Professional
Corporation, One Federal Street, Boston, MA 02110, so that it is received on or
before 4:00 p.m. on May 30, 2002 (the "Bid Deadline"). A copy of any such bid
must also be filed by the Bid Deadline with the Clerk of the Bankruptcy Court at
Clerk's Office, United States Bankruptcy Court, 1184 Thomas P. O'Neill Federal
Building, 10 Causeway Street, Boston, MA 02222 (the "Clerk"); the Office of the
United States Trustee, 1101 Thomas P. O'Neill Federal Building, 10 Causeway
Street, Boston, MA 02222-1074 (the "Trustee"); and counsel to the Creditors
Committee, John Monaghan, Holland & Knight, LLP, 10 St. James Avenue, Boston, MA
(Creditors' Committee Counsel") (the "Notice Parties")

     A bid for the Assets will be considered and will constitute a "Qualified
Bid" only if the bid satisfies the following requirements (the "Bid
Requirements"):

     (a) be an offer to purchase the Assets for cash only, or such other
consideration as the Debtor shall agree to;

     (b) not be contingent on obtaining financing or other conditions to
Closing;

     (c) be received by the Bid Deadline and include the amount being offered
for the respective Assets and expressly state that the offer of the party
submitting the Bid (the "Bidder") is irrevocable until June 28, 2002;

     (d) whether by competing bid, offer, plan of reorganization or other
arrangement, be (1) made upon terms and provisions substantially similar to
those set forth in the Agreement in respect of the sale and purchase of
substantially all of the Assets; (2) for an aggregate purchase price of not less
than five (5%) percent in excess of the Purchase Price and provide for the
assumption or discharge of the liabilities to be assumed or discharged under the
Agreement, or the financial equivalent thereof;

     (e) be accompanied by a deposit to counsel to the Debtor, by wire or
certified check, in an amount equal to $300,000.

     Bids may be made by open auction or sealed bidding.

<PAGE>

                                                                     Exhibit 2.4

     All Bids are subject to approval by the Bankruptcy Court. Only Bidders that
have submitted a Qualified Bid shall be eligible to participate in the Sale
Hearing. To have a Qualified Bid eligible to participate in the Sale Hearing, a
Bidder shall: (a) include each of the Bid Requirements; and (b) be prepared to
demonstrate to the Debtor its ability to consummate the purchase of any such
asset and fulfill its obligations.

     In the event the party who submits the highest and best bid for the Assets
fails to close on the sale through no fault of the Debtor, the Deposit submitted
by such party shall be forfeited to the Debtor. To the extent that a party
submitting the highest and best offer fails to close on the sale of the Assets,
the Debtor may sell the Assets to the party submitting the second highest or
best offer without further Court approval.

                   Additional Deadlines and Sale Hearing Date
                   ------------------------------------------

     ANY OBJECTIONS to the Sale Motion, including any objection to the Section
363(m) Findings, must be stated in writing and filed with the Clerk, on or
before 4:00 p.m. on May 30, 2002 ("Objection Deadline"). A copy of any objection
must be served upon the counsel to the Debtor so as actually to be received by
4:00 p.m. on the Objection Deadline. A copy of any such objection must also be
served by the Objection Deadline on the Notice Parties. Any objection must state
with particularity the grounds for the objection and why the sale of the Assets
should not be authorized. Any objection to the Sale Motion shall be governed by
Fed. R. Bankr. P. 9014. Absent a timely objection, the Bankruptcy Court may
enter an Order binding upon all parties approving the sale of the Assets.

     A HEARING on the Sale Motion ("Hearing"), any objections thereto, and any
bids to purchase the Assets is scheduled to take place on June 4, 2002 before
Bankruptcy Judge Joan N. Feeney, United States Bankruptcy Court, Eleventh Floor,
Thomas P. O'Neill Federal Building, 10 Causeway Street, Boston, Massachusetts
02222. Any party that files an objection or a bid or bids for the Assets is
expected to be present at the Hearing, failing which the objection shall be
overruled or the bid stricken. If more than one bid is submitted for all or any
portion of the Assets, then further bidding among the parties will be permitted.
If no objection to the Sale Motion is timely filed, the Bankruptcy Court, in its
discretion, may approve the Sale Motion and the sale of the Assets to the party
or parties submitting the highest and best bids.

     Any questions concerning the Sale Motion should be addressed to the
undersigned counsel to the Debtor. The Sale Motion and the Sale Procedures Order
are on file at the Clerk's Office of the United States Bankruptcy Court, Thomas
P. O'Neill Federal Building, 11/th/ Floor, 10 Causeway Street, Boston,
Massachusetts 02222 and are available for inspection during regular business
hours; copies may also be obtained, upon request, from the undersigned counsel
to the Debtor.

     For further information respecting the proposed sale, please contact
counsel to the Debtor.

                                                 Respectfully submitted,
                                             AEROVOX, INC.,
                                             By its counsel,

<PAGE>

                                                                     Exhibit 2.4

                                         BY/S/ HAROLD B. MURPHY (BBO #362610)
                                         ------------------------------------
                                         BY/S/ ANDREW G. LIZOTTE (BBO #559609)
                                         -------------------------------------
                                         HANIFY & KING, P.C.
                                         One Federal Street
                                         Boston, MA  02110
                                         (617) 423-0400
                                         Fax: (617) 556-8985

Dated: April 30, 2002



