Xcerra Corporation (NASDAQ:XCRA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Assignment of the Agreement and Plan of Merger and Related Agreements and Amendment of the Agreement and Plan of Merger
On August4, 2017, Unic Capital Management Co., Ltd. (“Unic Capital”), Hubei Xinyan Equity Investment Partnership (Limited Partnership) (“Parent”) and Xcerra Corporation (the “Company”) entered into that certain Assignment and Assumption Agreement (the “Merger Assignment Agreement”) to section 9.3 of that certain Agreement and Plan of Merger, dated as of April7, 2017, by and among Unic Capital, China Integrated Circuit Industry Investment Fund Co., Ltd. (“Sponsor”) and the Company (the “Merger Agreement”). to the terms and conditions of the Merger Assignment Agreement, Unic Capital has irrevocably transferred, conveyed, assigned and delivered to Parent all of Unic Capital’s right, interests, benefits, liabilities and obligations in and under the Merger Agreement (the “Merger Assignment”) and Parent has accepted the Merger Assignment and assumed and agreed to pay, perform, fulfill and discharge all obligations and liabilities of Unic Capital arising under or relating to the Merger Agreement; provided, however, that, to the Merger Agreement, the Merger Assignment does not relieve Unic Capital from the performance of its obligations under the Merger Agreement in the event Parent does not perform all of such obligations.
Also, on August4, 2017, Unic Capital, Parent, Sponsor and the Company entered into that certain Assignment and Assumption Agreement (the “Equity Assignment Agreement”) to that certain Equity Commitment Letter Agreement, dated as of April7, 2017, by and between Unic Capital and Sponsor (the “Equity Letter Agreement”). to the terms and conditions of the Equity Assignment Agreement, Unic Capital has irrevocably transferred, conveyed, assigned and delivered to Parent all of Unic Capital’s right, interests, benefits, liabilities and obligations in and under the Equity Letter Agreement (the “Equity Assignment”) and Parent has accepted the Equity Assignment and assumed and agreed to pay, perform, fulfill and discharge all obligations and liabilities of Unic Capital arising under or relating to the Equity Letter Agreement.
Also, on August4, 2017, Unic Capital, Parent, Sino IC Leasing Co., Ltd. (the “Lender”) and the Company entered into that certain Assignment and Assumption Agreement (the “Debt Assignment Agreement”) to that certain Debt Commitment Letter Agreement, dated as of April7, 2017, by and between Unic Capital and the Lender (the “Debt Letter Agreement”). to the terms and conditions of the Debt Assignment Agreement, Unic Capital has irrevocably transferred, conveyed, assigned and delivered to Parent all of Unic Capital’s right, interests, benefits, liabilities and obligations in and under the Debt Letter Agreement (the “Debt Assignment”) and Parent has accepted the Debt Assignment and assumed and agreed to pay, perform, fulfill and discharge all obligations and liabilities of Unic Capital arising under or relating to the Debt Letter Agreement.
Also, on August4, 2017, Parent, Sponsor and the Company entered into that certain Amendment to the Agreement and Plan of Merger (the “Amendment Agreement”). to the terms and conditions of the Amendment Agreement, the words “wholly-owned Subsidiary of Parent” in the first paragraph of the Recitals, the second paragraph of the Recitals, Section2.1, Section6.19 and Section9.3 of the Merger Agreement were deleted in their entirety and replaced by the words “controlled Subsidiary of Parent.”
The foregoing descriptions of the Merger Agreement and the Amendment Agreement are qualified in their entirety by reference to the Merger Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April10, 2017) and the Amendment Agreement (attached hereto as Exhibit 2.1 and incorporated herein by reference). Additionally, the foregoing descriptions of the Equity Letter Agreement and the Debt Letter Agreement are qualified in their entirety by reference to the description of such documents in the Company’s Current Report on Form 8-K filed with the SEC on April10, 2017.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description |
| 2.1 | Amendment to the Agreement and Plan of Merger, dated August4, 2017, by and among Hubei Xinyan Equity Investment Partnership (Limited Partnership), China Integrated Circuit Industry Investment Fund Co., Ltd. and Xcerra Corporation |
Xcerra Corp ExhibitEX-2.1 2 d435016dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this Amendment),…To view the full exhibit click here
About Xcerra Corporation (NASDAQ:XCRA)
Xcerra Corporation is a provider of test and handling capital equipment, interface products, test fixtures and related services to the semiconductor and electronics manufacturing industries. The Company operates through six segments: Semiconductor Test, Semiconductor Handlers, Contactors, PCB Test, Probes/Pins and Fixtures. The Semiconductor Test segment includes operations related to the design, manufacture and sale of automated test equipment for the semiconductor industry that is used to test system-on-a-chip, digital, analog and mixed signal integrated circuits. The Semiconductor Handlers segment includes operations related to the design, manufacture and sale of test handlers used in the testing of integrated circuits. The Contactors segment includes operations related to the design, manufacture and sale of test contactors. The PCB test segment includes operations related to design, manufacture and sale of equipment used in the testing of bare and loaded printed circuit boards.