Xcerra Corporation (NASDAQ:XCRA) Files An 8-K Termination of a Material Definitive AgreementItem 1.02.
As previously reported, on April7, 2017, Xcerra Corporation (the “Company”) entered into an Agreement and Plan of Merger with Unic Capital Management Co., Ltd. (“Unic Capital”) and China Integrated Circuit Industry Investment Fund Co., Ltd., as joined by Unic Acquisition Corporation (“Merger Sub”) (as amended, the “Merger Agreement”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger. Unic Capital subsequently assigned all of its rights under the Merger Agreement to Hubei Xinyan Equity Investment Partnership (Limited Partnership) (“Parent”) on August4, 2017.
The closing of the Merger was subject to certain conditions, including clearance by the Committee on Foreign Investment in the United States (“CFIUS”). As previously reported, in December 2017, the Company and Parent submitted a request to withdraw and re-file their joint voluntary notice to CFIUS to allow more time for review and discussion with CFIUS in connection with the Merger.
After careful review of feedback received from CFIUS that approval of the Merger is highly unlikely and further discussions between the Company and Parent, the parties determined to cease efforts to seek CFIUS clearance and entered into a Termination Agreement, dated February22, 2018 (the “Termination Agreement”), to which they mutually terminated the Merger Agreement and agreed to release each other and certain related parties from certain claims and liabilities relating to the Merger Agreement and the transactions contemplated thereby. Neither the Company nor Parent will incur any termination fees in connection with the termination of the Merger Agreement.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement, which is attached hereto as Exhibit 10.1 and is incorporated in its entirety herein by reference.
| Item 1.02. | Results of Operations and Financial Condition. |
On February22, 2018, the Company announced its financial results for its second fiscal quarter ended January31, 2018. The full text of the press release issued in connection with the Company’s announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company will host a conference call (the “Earnings Call”) on February23, 2018 at 8:30 a.m. Eastern Time to discuss the Company’s second quarter fiscal 2018 financial results and to provide third quarter fiscal 2018 guidance.
The Earnings Call may be accessed via telephone by dialing 877.853.5334. The call will be simulcast via the Company’s website http://www.xcerra.com/events-presentations.html. Audio replays of the call can be heard through March8, 2018, via telephone, by dialing 855.859.2056; conference ID number 1687266. A replay of the webcast can be accessed by visiting the Company’s website 90 minutes following the conference call at http://www.xcerra.com/events-presentations.html.
The information contained in Item 1.02 of this Current Report on Form 8-K (including in Exhibit 99.1) shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 1.02. | Financial Statements and Exhibits. |
| (d) | Exhibit 99.1 relating to Item 1.02 shall be deemed to be furnished, and not filed. |
Xcerra Corp ExhibitEX-10.1 2 d533034dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this “Agreement”),…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.
