Cohu, Inc. (NASDAQ:COHU), and Xcerra Corporation (NASDAQ:XCRA)
today announced that on July 26, 2018, the Federal Trade Commission
granted early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
or HSR, with respect to Cohu’s previously announced acquisition of
Xcerra. The termination of the HSR waiting period satisfies one of
the conditions to the closing of the acquisition as specified in
the Agreement and Plan of Merger, dated as of May 7, 2018, by and
among Cohu, Inc., Xavier Acquisition Corporation and Xcerra
Corporation (the “Merger Agreement”). Previously, on July 16, 2018,
the Germany Federal Cartel Office granted clearance for the
acquisition.
In addition, Xcerra announced that its special stockholder
meeting to approve the transactions contemplated by the Merger
Agreement will be held on Thursday, August 30, 2018, at 9:30 a.m.
Eastern time at Xcerra’s corporate offices located at 825
University Avenue, Norwood, Massachusetts 02062. Cohu also
announced that its special stockholder meeting to approve the
issuance of shares as outlined in the Merger Agreement will be held
on Thursday, August 30, 2018, at 8:30 a.m. Pacific time at Cohu’s
corporate offices located at 12367 Crosthwaite Circle, Poway,
California 92064.
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’s common stock will no longer be publicly traded and will be
delisted from the NASDAQ Global Select Market.
About Cohu
Cohu (NASDAQ: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.
For more information, visit http://www.Cohu.com/.
About Xcerra
Xcerra Corporation (NASDAQ:XCRA) 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
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.
Cautionary Statement Regarding 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, including the failure to timely or at all obtain
stockholder approval for the proposed transaction or the failure to
timely or at all obtain any required regulatory clearances; (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) potential litigation relating to the proposed
transaction that 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 31, 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 or will be 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.
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, as
amended on July 26, 2018. The definitive Joint Proxy
Statement/Prospectus will be delivered to the stockholders of
Xcerra and Cohu after the Registration Statement is declared
effective by the SEC. This communication is not a substitute for
the Registration Statement, the definitive Joint Proxy
Statement/Prospectus or any other documents that Xcerra or Cohu 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 Xcerra and Cohu 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 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, or 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.
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 Xcerra stockholders or Cohu
stockholders generally, is set forth in the Joint Proxy
Statement/Prospectus filed with the SEC. 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. Information
concerning Cohu’s directors and executive officers and their
beneficial ownership of Cohu’s common stock is set forth in the
Registration Statement, Cohu’s 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 31, 2017, and is
supplemented by other public filings made, and to be made, with the
SEC by Cohu. 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. 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.
For press releases and other information of interest to
investors, please visit Cohu’s website at www.Cohu.com.
Contact: Jeffrey D. Jones - Investor Relations (858)
848-8106
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