Xcerra Corporation
(Exact name of registrant as specified in its charter)
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Massachusetts
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000-10761
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04-2594045
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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825 University Avenue
Norwood, Massachusetts
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02062
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (781)
461-1000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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Assignment of the Agreement and Plan of Merger and
Related Agreements and Amendment of the Agreement and Plan of Merger
On August 4, 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) pursuant to section 9.3 of that certain Agreement and Plan of Merger, dated as of April 7, 2017, by and among Unic Capital, China Integrated Circuit Industry Investment Fund Co., Ltd. (Sponsor) and the
Company (the Merger Agreement). Pursuant to the terms and conditions of the Merger Assignment Agreement, Unic Capital has irrevocably transferred, conveyed, assigned and delivered to Parent all of Unic Capitals 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, pursuant 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 August 4, 2017, Unic Capital, Parent, Sponsor and the Company
entered into that certain Assignment and Assumption Agreement (the Equity Assignment Agreement) pursuant to that certain Equity Commitment Letter Agreement, dated as of April 7, 2017, by and between Unic Capital and Sponsor (the
Equity Letter Agreement). Pursuant to the terms and conditions of the Equity Assignment Agreement, Unic Capital has irrevocably transferred, conveyed, assigned and delivered to Parent all of Unic Capitals 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 August 4, 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) pursuant to that certain Debt Commitment Letter Agreement, dated as of
April 7, 2017, by and between Unic Capital and the Lender (the Debt Letter Agreement). Pursuant to the terms and conditions of the Debt Assignment Agreement, Unic Capital has irrevocably transferred, conveyed, assigned and delivered
to Parent all of Unic Capitals 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
August 4, 2017, Parent, Sponsor and the Company entered into that certain Amendment to the Agreement and Plan of Merger (the Amendment Agreement). Pursuant 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, Section 2.1, Section 6.19 and Section 9.3 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 Companys Current Report on Form
8-K
filed with the U.S. Securities and Exchange Commission (the
SEC) on April 10, 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 Companys Current Report on Form
8-K
filed with the SEC on April 10, 2017.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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2.1
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Amendment to the Agreement and Plan of Merger, dated August 4, 2017, by and among Hubei Xinyan Equity Investment Partnership (Limited Partnership), China Integrated Circuit Industry Investment Fund Co., Ltd. and Xcerra
Corporation
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SIGNATURE
Pursuant 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: August 7, 2017
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Xcerra Corporation
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By:
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/s/ David G. Tacelli
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Name:
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David G. Tacelli
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Title:
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President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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2.1
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Amendment to the Agreement and Plan of Merger, dated August 4, 2017, by and among Hubei Xinyan Equity Investment Partnership (Limited Partnership), China Integrated Circuit Industry Investment Fund Co., Ltd. and Xcerra
Corporation
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