Xcerra To Be Acquired For About $580 Mln By Unic Capital Management

(RTTNews) - Xcerra Corp. (XCRA) and Sino IC Capital Co. Ltd. said that Xcerra and an affiliate of Sino IC Capital, Unic Capital Management Co., Ltd., have entered into a definitive agreement under which Unic Capital Management Co., Ltd., will acquire all outstanding shares of Xcerra for $10.25 per share in cash.

The transaction price represents about a 16 percent premium to Xcerra's average closing price over the 30 trading day period ending April 7, 2017, approximately a 28 percent premium to Xcerra's average closing price over the 90 trading day period ending April 7, 2017, and values Xcerra's equity at approximately $580 million on a fully diluted basis.

Xcerra's Board has unanimously approved the transaction. Xcerra expects no changes to the day-to-day operations of the company and expects that Xcerra's existing management will continue to run the company.

The transaction is subject to a number of conditions, including approval by Xcerra's shareholders as well as antitrust and other regulatory approvals including from relevant authorities in China and from the Committee on Foreign Investment in the United States (CFIUS). The transaction is currently expected to close before the end of the calendar year.

The merger agreement includes a "go-shop" period, during which Xcerra will actively solicit alternative proposals from third parties for the next 35 days continuing through May 12, 2017.

The merger agreement requires Xcerra to pay a termination fee of $14,250,000 to an affiliate of Sino IC Capital if Xcerra terminates the merger agreement in connection with a superior offer that arose during the go-shop period and a termination fee of $22.80 million if Xcerra terminates the merger agreement in connection with a superior proposal that arose following the go-shop period. There can be no assurance that this process will result in a superior proposal.