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.
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version on businesswire.com: https://www.businesswire.com/news/home/20180830005770/en/
Cohu, Inc.Jeffrey D. Jones, 858-848-8106
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