Xcerra Corporation (“Xcerra” or the “Company”) (Nasdaq:XCRA)
announced today that, at the Company’s Special Meeting of
Stockholders held October 12, 2017, Xcerra stockholders approved
the previously announced Agreement and Plan of Merger, as assigned
and amended, by and among Hubei Xinyan Equity Investment
Partnership (Limited Partnership) (“Xinyan”), China Integrated
Circuit Industry Investment Fund Co., Ltd. (“China IC Fund”) and
the Company (the “Agreement”), as joined by Unic Acquisition
Corporation.
40,704,975 shares were voted in favor of the Agreement, which
represents 98.7% of the total shares voted, or 74.88% of the total
shares outstanding as of August 23, 2017, the record date for the
Special Meeting. There were approximately 54.4 million shares of
Xcerra common stock outstanding and entitled to vote at the Special
Meeting.
David Tacelli, president and chief executive officer of Xcerra,
commented, “Obtaining approval of the merger from our stockholders
was an important step toward realizing the value and benefits this
deal will bring to investors, customers and employees. The
transaction will strengthen our competitive positioning and growth
potential on a global basis and allow us to make long-term
investments in innovation, fund the development of new products,
and broaden and strengthen our customer relationships around the
world.”
Xcerra and Xinyan are continuing to pursue regulatory clearance
of the transaction by the Committee on Foreign Investment in the
United States (CFIUS) and subsequent consummation of the merger.
Additional information about the CFIUS review process can be found
in the definitive proxy statement filed by Xcerra with the
Securities and Exchange Commission on September 5, 2017.
Pursuant to the terms of the Agreement, Xinyan will acquire
Xcerra for the agreed-upon purchase price of $10.25 per
share. In addition to CFIUS clearance, the closing of the
proposed transaction remains subject to other conditions, including
the receipt of required regulatory approvals in the U.S., China,
and other international jurisdictions. The transaction is expected
to close as soon as all of such regulatory approvals are
received.
Cowen and Company, LLC is serving as financial advisor to the
Company, and Latham & Watkins LLP is serving as the Company’s
outside legal counsel.
Safe Harbor and Forward Looking Statements
Certain statements contained in this press release 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 Xcerra
Corporation (“Xcerra”) and Hubei Xinyan Equity Investment
Partnership (Limited Partnership) (“Xinyan”) and the ability to
consummate the 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: the risk that the
conditions to the closing of the transaction are not satisfied,
including the failure to timely or at all obtain any required
regulatory clearances, including under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (HSR) or from the Committee on
Foreign Investment in the United States (CFIUS); uncertainties as
to the timing of the consummation of the transaction and the
ability of each of Xcerra and Xinyan to consummate the transaction,
including as a result of the failure of Xinyan to obtain or provide
on a timely basis or at all the necessary financing; risks that the
transaction disrupts the current plans and operations of Xcerra;
the ability of Xcerra to retain and hire key personnel; competitive
responses to the transaction; unexpected costs, charges or expenses
resulting from the transaction; potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the transaction; and legislative, regulatory,
political and economic developments. The foregoing review of
important factors that could cause actual events to differ from
expectations should not be construed as exhaustive and should be
read in conjunction with statements that are included herein and
elsewhere, including the risk factors included in Xcerra’s
Definitive Proxy Statement filed on Schedule 14A and Xcerra’s most
recent Annual Report on Form 10-K filed with the U.S. Securities
and Exchange Commission (the “SEC”). Xcerra can give no assurance
that the conditions to the transaction will be satisfied. Except as
required by applicable law, Xcerra undertakes no 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.
About Xcerra
Xcerra Corporation 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. The Company 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.
About Hubei Xinyan Equity Investment Partnership
(Limited Partnership) or Xinyan
Xinyan is a limited partnership formed in 2017 under the laws of
PRC as a buy-out investment fund established solely for the purpose
of engaging in the transactions contemplated by the Agreement with
a capital commitment of RMB 3.57 billion (equivalent to
approximately US$541.5 million). The general partner of Xinyan is a
limited liability company (“GP”) formed under the laws of the PRC
in 2017. The largest investor of GP is Unic Capital Management Co.,
Ltd. (“Unic Capital”).
About Unic Capital Management Co., Ltd. or Unic
Capital
Unic Capital is a limited liability company formed in 2016 under
the laws of PRC. Unic Capital is a capital and asset management
firm, which makes long-term investments in semiconductor and other
advanced technology industries.
About China Integrated Circuit Industry Investment Fund
Co., Ltd. or China IC Fund
China IC Fund is a market-oriented fund focusing on investment
in semiconductor and related industries. China IC Fund has issued
an equity commitment letter to Xinyan pursuant to which, subject to
the terms and conditions contained in the equity commitment letter,
China IC Fund has committed to provide certain equity funding to
Xinyan solely for funding the merger consideration payable under
the Agreement and related costs and expenses.
Additional Information and Where to Find It
This press release is being made in respect of the proposed
transaction involving Xcerra and Xinyan. Xcerra has filed with the
SEC a proxy statement in connection with the proposed transaction
as well as other documents regarding the proposed transaction and
the definitive proxy statement has been sent or given to the
stockholders of Xcerra and contains important information about the
proposed transaction and related matters. XCERRA’S SECURITY
HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE
PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The
proxy statement and other relevant materials (when they become
available), and any other documents filed by Xcerra with the SEC,
may be obtained free of charge at the SEC’s website, at
www.sec.gov. In addition, security holders of Xcerra will be able
to obtain free copies of the proxy statement from Xcerra by
contacting Investor Relations by mail at Attn: Investor Relations,
825 University Avenue, Norwood, Massachusetts 02062.
Investor Contacts:
Richard YerganianVice President, Investor RelationsXcerra
CorporationTel. 781.467.5063Email: rich.yerganian@xcerra.com
Media Contact:
Alex FinneganDirectorBrunswick GroupTel. 202.393.7337Email:
afinnegan@brunswickgroup.com
Xcerra is a trademark of Xcerra Corporation.All other trademarks
are the property of their respective owners.
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