Xcerra to be Acquired by Cohu

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Xcerra has signed a definitive agreement to be acquired by Cohu, Inc, a leading supplier of semiconductor test and inspection handlers, micro-electro mechanical system test modules, test contactors and thermal sub-systems for a total consideration of $13.92 per share.

Cohu has offered to purchase all outstanding shares of Xcerra’s capital stock and our Board of Directors has accepted Cohu’s offer. A definitive agreement has been signed, however, the closing of the transaction is subject to approval by Xcerra and Cohu’s respective shareholders, regulatory clearance and other customary closing conditions. Closing is anticipated to occur in the second half of calendar year 2018. After the closing of the transaction, Xcerra will be a subsidiary of Cohu.

The combination of the two companies is expected to create a global leader in the backend semiconductor manufacturing process. The combined company is expected to be a technology leader across semiconductor and PCB test equipment, contactors and inspection, further strengthening our ability to fully capitalize on the secular growth opportunities in the automotive, IoT, industrial and mobility markets.

Upon the closing of the transaction, the two companies plan to move forward with the integration under the leadership of an experienced executive team. Luis Müller, Cohu’s president and chief executive officer and Jeffrey Jones, Cohu’s vice president finance and chief financial officer will lead the company. An integration team comprised of Xcerra and Cohu executives will carefully analyze the operations of our two companies to ensure that we are best structured to succeed in the marketplace and best serve our customers.

Moving through this process, Xcerra reaffirms the commitment to provide you with the high caliber of products, delivery, service, and support that you have come to rely on. The Company’s change in ownership is not expected to have any impact on the customers’ day-to-day operations. The goal is to make this acquisition process seamless to your operations and your customer experience with Xcerra as we work to build a new company focused on increasing your yield, reducing your cost of test and accelerating your time to market.

Luis Müller, Cohu’s president and chief executive officer, added, “Both Xcerra and Cohu greatly appreciate the partnership with our customers to provide leading edge solutions for semiconductor test and inspection. This acquisition creates a powerful combination of two complementary companies with the depth and breadth of the combined product portfolios, engineering and product development resources. Additionally, we will be able to provide a broader range of solutions as well as global customer support that will enable Cohu to deliver comprehensive back-end solutions that better meet your future needs. I am dedicated to maintaining and increasing the quality of innovation, support, and service that you have come to expect. I look forward to increasing our interactions in the near future, upon completion and closing of the transaction.”

Until the transaction closes, the two companies must and will remain independent and continue to operate as such. Customers should expect business as usual during this time, your respective Xcerra sales representative will continue to work with you and will continue to be available to you for all your business needs.