POWAY, Calif. & NORWOOD, Mass.--(BUSINESS WIRE)--Aug. 30, 2018--
Cohu, Inc. (NASDAQ: COHU), and Xcerra Corporation (NASDAQ: XCRA) today
announced that the respective shareholders of Cohu and Xcerra have voted
to approve proposals related to the previously announced Agreement and
Plan of Merger, dated as of May 7, 2018, by and among Cohu, Xcerra
Acquisition Corp. and Xcerra, pursuant to which Cohu will acquire Xcerra.
At special meetings held earlier today, the holders of approximately
86.0% of Cohu’s common stock outstanding and entitled to vote at Cohu’s
special meeting voted in favor of the issuance of Cohu common stock in
connection with the proposed acquisition of Xcerra, and the holders of
approximately 70.3% of Xcerra’s common stock outstanding and entitled to
vote at Xcerra’s special meeting voted to approve the transactions
contemplated by the definitive merger agreement.
The transaction is expected to close in the fourth quarter of 2018,
subject to the satisfaction or waiver of customary closing conditions.
Upon the completion of the proposed transaction, Xcerra shareholders
will be entitled to receive $9.00 in cash and 0.2109 of a share of Cohu
common stock, subject to the terms of the definitive merger agreement,
and Xcerra’s common stock will no longer be publicly traded and will be
delisted from the NASDAQ Global Select Market.
About Cohu:
Cohu is a leading supplier of semiconductor test and inspection
handlers, micro-electro mechanical system (MEMS) test modules, test
contactors and thermal sub-systems used by global semiconductor
manufacturers and test subcontractors.
About Xcerra
Xcerra is comprised of four businesses in the semiconductor and
electronics manufacturing test markets: atg-Luther & Maelzer, Everett
Charles Technologies, LTX-Credence and Multitest. The combination of
these businesses creates a company with a broad spectrum of
semiconductor and PCB test expertise that drives innovative new products
and services, and the ability to deliver to customers fully integrated
semiconductor test cell solutions. Xcerra addresses the broad, divergent
requirements of the mobility, industrial, automotive and consumer end
markets, offering a comprehensive portfolio of solutions and
technologies, and a global network of strategically deployed
applications and support resources. Additional information can be found
at www.Xcerra.com
or at each product group’s website; www.atg-lm.com,
www.ectinfo.com,
www.ltxc.com
and www.multitest.com.
Forward Looking Statements:
Certain statements contained in this filing may be considered
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995, including statements regarding
the proposed transaction involving Cohu and Xcerra and the ability to
consummate the proposed transaction. Forward-looking statements
generally include statements that are predictive in nature and depend
upon or refer to future events or conditions, and include words such as
“may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,”
“likely,” “believe,” “estimate,” “project,” “intend,” and other similar
expressions among others. Statements that are not historical facts are
forward-looking statements. Forward-looking statements are based on
current beliefs and assumptions that are subject to risks and
uncertainties and are not guarantees of future performance. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors, including,
without limitation: (i) the risk that the conditions to the closing of
the proposed transaction are not satisfied; (ii) uncertainties as to the
timing of the consummation of the proposed transaction and the ability
of each of Cohu and Xcerra to consummate the proposed transaction,
including as a result of the failure of Cohu to obtain or provide on a
timely basis or at all the necessary financing; (iii) the ability of
Cohu and Xcerra to integrate their businesses successfully and to
achieve anticipated synergies; (iv) the possibility that other
anticipated benefits of the proposed transaction will not be realized,
including without limitation, anticipated revenues, expenses, earnings
and other financial results, and growth and expansion of the combined
company’s operations, and the anticipated tax treatment of the
combination; (v) pending and potential litigation relating to the
proposed transaction that has been, or could be, instituted against
Cohu, Xcerra, or their respective directors; (vi) possible disruptions
from the proposed transaction that could harm Cohu’s and/or Xcerra’s
respective businesses; (vii) the ability of Cohu or Xcerra to retain,
attract and hire key personnel; (viii) potential adverse reactions or
changes to relationships with customers, employees, suppliers or other
parties resulting from the announcement or completion of the proposed
transaction; (ix) potential business uncertainty, including changes to
existing business relationships, during the pendency of the proposed
transaction that could affect Cohu’s or Xcerra’s financial performance;
(x) certain restrictions during the pendency of the proposed transaction
that may impact Cohu’s or Xcerra’s ability to pursue certain business
opportunities or strategic transactions; (xi) the adverse impact to
Cohu’s operating results from interest expense on the financing debt,
rising interest rates, and any restrictions on operations related to
such debt; (xii) continued availability of capital and financing and
rating agency actions; (xiii) legislative, regulatory and economic
developments; (xiv) unpredictability and severity of catastrophic
events, including, but not limited to, acts of terrorism or outbreak of
war or hostilities, as well as management’s response to any of the
aforementioned factors; and (xv) such other factors as are set forth in
(A) Cohu’s periodic public filings with the Securities and Exchange
Commission (the “SEC”), including but not limited to those described
under the heading “Risk Factors” in Cohu’s Form 10-K for the fiscal year
ended December 30, 2017, (B) Xcerra’s periodic public filings with the
SEC, including but not limited to those described under the heading
“Risk Factors” in Xcerra’s Form 10-K for the fiscal year ended July 31,
2017, (C) in the Registration Statement on Form S-4 (the “Registration
Statement”) that has been filed by Cohu with the SEC containing a
prospectus with respect to the Cohu common stock to be issued in the
proposed transaction and a joint proxy statement of Cohu and Xcerra in
connection with the proposed transaction (the “Joint Proxy
Statement/Prospectus”) that is contained therein, and (D) the other
filings made by Cohu or Xcerra with the SEC from time to time, which are
available via the SEC’s website at www.sec.gov.
Neither Cohu nor Xcerra can give any assurance that the conditions to
the proposed transaction will be satisfied. Except as required by
applicable law, neither Cohu nor Xcerra undertakes any obligation to
revise or update any forward-looking statement, or to make any other
forward-looking statements, whether as a result of new information,
future events or otherwise.
No Offer or Solicitation:
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Participants in the Solicitation:
Cohu, Xcerra, certain of their respective directors, executive officers,
members of management and employees may, under the rules of the SEC, be
deemed to be participants in the solicitation of proxies in connection
with the proposed transaction. Information regarding the persons who
may, under the rules of the SEC, be deemed “participants” in the
solicitation of proxies in connection with the proposed transaction, and
a description of their direct and indirect interests in the proposed
transaction, which may differ from the interests of Cohu stockholders or
Xcerra stockholders generally, is set forth in the Joint Proxy
Statement/Prospectus filed with the SEC. Information concerning Cohu’s
directors and executive officers and their beneficial ownership of
Cohu’s common stock is set forth in Cohu’s Registration Statement on
Form S-4, its annual proxy statement on Schedule 14A filed with the SEC
on April 3, 2018, and in its Annual Report on Form 10-K for the year
ended December 30, 2017. These documents are available free of charge at
the SEC’s website at www.sec.gov
or by visiting the Cohu Investor Relations page on its corporate website
at https://Cohu.gcs-web.com.
Information regarding Xcerra’s directors and executive officers and
their beneficial ownership of Xcerra common stock is also set forth in
Xcerra’s proxy statement on Schedule 14A filed with the SEC on September
5, 2017, and in its Annual Report on Form 10-K for the year ended July
31, 2017, and is supplemented by other public filings made, and to be
made, with the SEC by Xcerra. These documents are available free of
charge at the SEC’s website at www.sec.gov
or by visiting the Xcerra Investor Relations page on its corporate
website at https://Xcerra.com/investors.
Other information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by security
holdings or otherwise, are contained in the Joint Proxy
Statement/Prospectus regarding the proposed transaction and other
relevant materials that have been or will be filed with the SEC when
they become available. You may obtain copies of the documents described
in the preceding sentence when they become available free of charge by
visiting the SEC’s website at www.sec.gov.
Additional Information and Where You Can Find It:
On June 21, 2018, Cohu filed with the SEC the Registration Statement
containing the Joint Proxy Statement/Prospectus, which was subsequently
amended on July 26, 2018, and declared effective by the SEC on July 30,
2018. The definitive Joint Proxy Statement/Prospectus was first
delivered to the stockholders of Cohu and Xcerra on or around July 30,
2018. This communication is not a substitute for the Registration
Statement, the definitive Joint Proxy Statement/Prospectus or any other
documents that Cohu or Xcerra may file or may have filed with the SEC,
or will send or have sent to stockholders in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders may obtain free copies of these documents and other documents
filed by Cohu and Xcerra with the SEC at the SEC’s website at www.sec.gov.
In addition, investors and security holders may obtain free copies of
the documents filed with the SEC by visiting the Cohu Investor Relations
page on its corporate website at https://cohu.gcs-web.com
or by contacting Cohu Investor Relations by telephone at (858) 848-8106
or by mail at Cohu Corporate Headquarters, 12367 Crosthwaite Circle,
Poway, CA 92064, attention Jeffrey D. Jones, or by visiting the Xcerra
Investor Relations page on its corporate website at https://xcerra.com/investors
or by contacting Xcerra Investor Relations by telephone at (781)
467-5063 or by mail at Xcerra Investor Relations, Xcerra Corporation,
825 University Avenue, Norwood, MA 02062, attention Rich Yerganian.
For press releases and other information of interest to investors,
please visit Cohu’s website at www.cohu.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180830005770/en/
Source: Cohu, Inc. and Xcerra Corporation
Cohu, Inc.
Jeffrey D. Jones, 858-848-8106
