Xcerra Corporation (NASDAQ:XCRA) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On April7, 2017, Xcerra Corporation, a Massachusetts corporation
(Xcerra or the Company), entered into an Agreement and Plan of
Merger (the Merger Agreement) with Unic Capital Management Co.,
Ltd., a Chinese company (Parent), and China Integrated Circuit
Industry Investment Fund Co., Ltd., a Chinese company (Sponsor),
providing for the merger of a wholly owned subsidiary of Parent
(Merger Sub) with and into Xcerra (the Merger), with Xcerra
surviving the Merger as a wholly owned subsidiary of Parent (the
Surviving Corporation). The Merger Agreement was unanimously
approved by Xcerras Board of Directors (the Board).

to the terms and subject to the conditions of the Merger
Agreement, at the effective time of the Merger (the Effective
Time), each share of Xcerras common stock, par value $0.05 per
share (the Company Common Stock), that is outstanding immediately
prior to the Effective Time (excluding any shares owned by
Xcerra, Parent or Merger Sub or any direct or indirect wholly
owned subsidiary of Parent or Merger Sub (which will be
cancelled) and any shares with respect to which appraisal rights
have been properly exercised under Massachusetts law) will be
cancelled and automatically converted into the right to receive
$10.25 in cash, without interest (the Merger Consideration).

Immediately prior to the Effective Time, each Company restricted
stock unit that is outstanding and either (A)vests at the
Effective Time or (B)is held by a non-employee member of the
Board (each a Vested RSU) shall be cancelled and terminated as of
the Effective Time and the holder thereof shall receive an amount
in cash (without interest) equal to the product obtained by
multiplying (x)the aggregate number of shares of Company Common
Stock represented by such Company restricted stock unit
immediately prior to the Effective Time by (y)the Merger
Consideration (the Restricted Stock Unit Consideration). The
Company shall pay each holder of a Vested RSU the Restricted
Stock Unit Consideration on either (i)the first regulatory
scheduled payroll date after the closing of the Merger or (ii)if
such payroll date is scheduled for payment prior to the fifth
business day after the closing of the Merger, the second
regularly scheduled payroll date after the closing of the Merger.

Each Company restricted stock unit that is outstanding and
unvested as of the Effective Time and not described in the
immediately preceding sentence (each, an Unvested RSU) shall be
converted into the right to receive an amount in cash (without
interest) equal to the product obtained by multiplying (x)the
aggregate number of shares of Company Common stock represented by
such Unvested RSU immediately prior to the Effective Time by
(y)the Merger Consideration (the Unvested RSU Consideration). The
Unvested RSU Consideration will be subject to the same vesting
terms and conditions applicable to the Unvested RSU immediately
prior to the Effective Time, including the same vesting
restrictions and continued service requirements, and payment of
the Unvested RSU Consideration shall be made on the vesting dates
applicable to the Unvested RSU immediately prior to the Effective
Time.

Effective immediately prior to the Effective Time, the
performance-based vesting of each Company restricted stock unit
that remains outstanding as of immediately prior to the Effective
Time (each, a Performance-Based RSU) shall be accelerated in full
with all performance conditions being deemed achieved at 50% and
each such Performance-Based RSU shall be converted into the right
to receive an amount in cash equal to the product obtained by
multiplying (x)the aggregate number of shares of Company Common
Stock represented by such Performance-Based RSU immediately prior
to the Effective Time by (y)the Merger Consideration (the
Performance-Based RSU Consideration). The Performance-Based RSU
Consideration will be subject to the same time-based vesting
terms and conditions applicable to the Performance-Based RSU
immediately prior to the Effective Time and shall be paid on the
time-based vesting dates applicable to such Performance-Based RSU
immediately prior to the Effective Time.

Concurrently with the execution of the Merger Agreement, Parent
has delivered to the Company (i)an equity commitment letter (the
Equity Commitment Letter) issued to Parent by Sponsor, to which,
subject to the conditions contained in the Equity Commitment
Letter, Sponsor commits to subscribe for equity securities of
Parent with an aggregate purchase price of RMB1.5 billion
(equivalent to approximately $217 million based on the prevailing
exchange rate as of April7, 2017) and (ii)a debt commitment
letter (the Debt Commitment Letter) issued to Parent by Sino IC
Leasing Co., Ltd. (Lender) to which Lender has committed to loan
to Parent the lesser of (A)RMB2.76 billion (equivalent to
approximately $400 million based on the prevailing exchange rate
as of April7, 2017) and (B)the difference of (1)the RMB
equivalent of the aggregate payment obligations of Parent under
the Merger Agreement less (2)RMB1.5 billion. The
obligations of Sponsor and Lender to provide the financing under
the Equity Commitment Letter and Debt Commitment Letter,
respectively, are subject to the satisfaction or waiver at the
closing of the Merger of each of the conditions set forth in
Section7.1 and Section7.2 of the Merger Agreement.

The closing of the Merger is subject to the adoption of the
Merger Agreement by the affirmative vote of holders of two-thirds
of the outstanding shares of Company Common Stock (the Company
Stockholder Approval). The obligations of the parties to
consummate the Merger are also subject to the satisfaction (or
waiver, if applicable) of various customary conditions, including
(i)the expiration or termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, (ii)filings and approvals with or by certain
governmental authorities, including governmental authorities in
the Peoples Republic of China (PRC) and Taiwan, (iii)review and
clearance by the Committee on Foreign Investment in the United
States, (iv)the absence of certain governmental orders
prohibiting the Merger, (v)the accuracy of the representations
and warranties of each party contained in the Merger Agreement
(subject to certain materiality qualifications) and (vi)each
partys compliance with or performance of the covenants and
agreements in the Merger Agreement in all material respects.

The Company has made customary representations, warranties and
covenants in the Merger Agreement, including, among others,
covenants (i)to carry on its business in the ordinary course
consistent with past practice during the period between the
execution of the Merger Agreement and the closing of the Merger,
(ii)not to engage in specified types of transactions or take
certain actions during the interim period unless consented to in
writing by Parent, (iii)to convene and hold a meeting of its
stockholders for the purpose of obtaining the Company Stockholder
Approval and (iv)subject to certain exceptions, not to withhold
or withdraw (or qualify or modify in a manner adverse to Parent)
the recommendation of the Board that the Companys stockholders
adopt the Merger Agreement. The Company is also subject to
customary restrictions on its ability to solicit alternative
acquisition proposals from third parties and to provide
non-public information to, and participate in discussions and
engage in negotiations with, third parties regarding alternative
acquisition proposals, with customary exceptions for alternative
acquisition proposals that the Board determines either constitute
or would reasonably be expected to lead to a Superior Proposal;
provided, however, that the Merger Agreement
contains a go-shop provision that allows the Company and its
representatives to solicit alternative acquisition proposals and
share non-public information with third parties for the purpose
of soliciting alternative acquisition proposals, in each case,
during the 35-day period commencing upon execution of the Merger
Agreement and ending on May12, 2017 (the Go-Shop Period) and
subject to compliance with certain qualifications and notice and
information rights of Parent.

The Merger Agreement contains certain termination rights for the
Company and Parent. Upon termination of the Merger Agreement
under specified circumstances, including in connection with the
Companys entry into a definitive agreement providing for the
consummation of a Superior Proposal as permitted under the Merger
Agreement, the Company will be required to pay Parent a
termination fee of $22.8 million (the Company Termination Fee);
provided, that the Company Termination Fee payable by
the Company for termination of the Merger Agreement to enter into
a definitive agreement with respect to an acquisition proposal
received during the Go-Shop Period shall be $14.25 million.

The Merger Agreement also provides that, upon termination of the
Merger Agreement under specified circumstances, Parent will be
required to pay the Company a termination fee of $22.8 million
(the Parent Termination Fee). The Parent Termination Fee will
become payable from Parent to the Company if the Merger Agreement
is terminated by the Company in the event that (i)Parent breaches
its representations and warranties or covenants such that the
applicable closing condition regarding representations and
warranties or performance of covenants would not be satisfied
(subject to specified cure rights), (ii)all of Parents conditions
to closing are satisfied or waived and Parent has failed to
consummate the Merger, (iii)the Merger is not consummated by the
Termination Date (as defined in the Merger Agreement) and, at
such time, all conditions to the Merger have been satisfied other
than those resulting from any failure to obtain certain required
approvals from governmental authorities in the PRC or (iv)any
governmental authority in the PRC shall have enacted, issued or
promulgated any law or order making the Merger illegal or
otherwise preventing the consummation of the Merger;
provided, that the Parent Termination Fee payable by
Parent as a result of termination of the Merger Agreement under
the circumstances described in clauses (iii)and (iv)is equal to
$14.25 million. to the Merger Agreement, on or before April12,
2017, Parent shall deliver to the Company a letter of guarantee
(the Letter of Guarantee) from the Bank of Beijing Co., Ltd. (the
Bank of Beijing) in favor of Test Solutions (Suzhou) Co., Ltd., a
wholly owned subsidiary of the Company (Test Solutions), to
which, upon the termination of the Merger Agreement in
circumstances requiring the payment of the Parent Termination
Fee, and upon delivery of written instructions to the Bank of
Beijing in accordance with the terms of the Letter of Guarantee,
the Bank of Beijing will pay to Test Solutions RMB98,315,025
(equivalent to approximately $14.25 million based on the
prevailing exchange rate as of April7, 2017) in satisfaction, or
partial satisfaction, as applicable, of the Parent Termination
Fee.

The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by the
full text of the Merger Agreement, a copy of which is filed
hereto as Exhibit 2.1 and is incorporated into this report by
reference in its entirety. The Merger Agreement has been attached
as an exhibit to provide investors with information regarding its
terms. It is not intended to provide any other factual
information about the Company or Parent or any of their
respective subsidiaries or affiliates. In particular, the
assertions embodied in the representations and warranties
contained in the Merger Agreement were made solely for the
benefit of the parties to the Merger Agreement, were made only
for purposes of the Merger Agreement, and are qualified by
information in a confidential disclosure letter provided by the
Company to Parent in connection with the signing of the Merger
Agreement. This confidential disclosure letter contains
information that modifies, qualifies and creates exceptions to
the representations and warranties set forth in the Merger
Agreement. Moreover, certain representations and warranties in
the Merger Agreement were used for the purposes of allocating
risk between the Company and Parent rather than establishing
matters of fact. Accordingly, the representations and warranties
in the Merger Agreement should not be relied on as a
characterization of the actual state of facts about the Company
or Parent or any of their respective subsidiaries.

Item5.03 Amendments to Article of Incorporation or
Bylaws; Change in Fiscal Year

At a meeting of the Board held on April7, 2017, the Board
approved and adopted, effective as of such date, an amendment
(the Amendment) to the By-Laws of the Company (the Bylaws) to add
a new Article IX thereto that provides for a state or federal
court in the Commonwealth of Massachusetts to be the sole and
exclusive forum (unless the Company consents to the selection of
an alternative forum) for certain types of litigation involving
the Company and its directors, officers and employees, which
litigation, if the Company were subject to actions, claims or
proceedings relating thereto in other or multiple jurisdictions,
may be, among other things, needlessly duplicative, costly or
time consuming, or otherwise detrimental to the Company and its
affairs.

The foregoing is only a summary of the principal features of the
Amendment and is qualified in its entirety by reference to the
Amendment, which is included as Exhibit 3.1 to this Current
Report on Form 8-K, and is incorporated herein by reference.

Item8.01 Other Events.

On April10, 2017, Xcerra and Parent issued a press release
announcing their entry into the Merger Agreement. A copy of the
press release is filed as Exhibit 99.1 hereto and is incorporated
herein by reference.

On April10, 2017, Xcerra delivered a presentation to Xcerras
employees. A copy of the presentation is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.

On April9, 2017, Xcerra delivered a presentation to certain
members of Xcerras sales team. A copy of the presentation is
attached hereto as Exhibit 99.3 and is incorporated herein by
reference.

On April10, 2017, Xcerra delivered an Employee Frequently Asked
Questions document to Xcerras employees. A copy of the document
is attached hereto as Exhibit 99.4 and is incorporated herein by
reference.

On April10, 2017, a representative of Xcerra sent an email to
Xcerras employees announcing the Merger Agreement. A copy of the
email is attached hereto as Exhibit 99.5 and is incorporated
herein by reference.

On April10, 2017, a representative of Xcerra sent an email to
Xcerras customers announcing the Merger Agreement. A copy of the
email is attached hereto as Exhibit 99.6 and is incorporated
herein by reference.

On April10, 2017, a representative of Xcerra sent an email to
Xcerras representatives announcing the Merger Agreement. A copy
of the email is attached hereto as Exhibit 99.7 and is
incorporated herein by reference.

On April10, 2017, a representative of Xcerra sent an email to
Xcerras vendors announcing the Merger Agreement. A copy of the
email is attached hereto as Exhibit 99.8 and is incorporated
herein by reference.

On April 10, 2017, Xcerra delivered a Communications Messaging
Framework to certain of its managers. A copy of the
Communications Messaging Framework is attached hereto as Exhibit
99.9 and is incorporated herein by reference.

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 Xcerra Corporation
(Xcerra) and Unic Capital Management Co., Ltd. (Parent) 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 stockholder
approval for the transaction or 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 Parent to
consummate the transaction, including as a result of the failure
of Parent 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 Xcerras most
recent Annual Report on Form 10-K, and Xcerras more recent
Quarterly Report on Form 10-Q and Current Reports on Form 8-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.

Participants in the Solicitation

Xcerra and its directors and executive officers and certain of
its other members of management and employees may be deemed to be
participants in the solicitation of proxies in connection with
the proposed transaction. Information about Xcerras directors and
executive officers is included in Xcerras Annual Report on Form
10-K for the year ended July31, 2016, filed with the SEC on
September16, 2016, and the proxy statement for Xcerras 2016
annual meeting of stockholders, filed with the SEC on October28,
2016. Additional information regarding these persons and their
interests in the transaction will be included in the proxy
statement relating to the transaction when it is filed with the
SEC. These documents can be obtained free of charge from the
sources indicated below.

Additional Information and Where to Find
It

This filing is being made in respect of the proposed transaction
involving Xcerra and Parent. Xcerra intends to file with the SEC
a proxy statement in connection with the proposed transaction as
well as other documents regarding the proposed transaction. The
definitive proxy statement will be sent or given to the
stockholders of Xcerra and will contain important information
about the proposed transaction and related matters. XCERRAS
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 SECs 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.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.

Date: April 10, 2017

EXHIBIT INDEX

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.

Xcerra Corporation (NASDAQ:XCRA) Recent Trading Information

Xcerra Corporation (NASDAQ:XCRA) closed its last trading session up +0.12 at 9.00 with 302,682 shares trading hands.