The Company	9 Months Ended
Apr. 30, 2018
The Company	1. THE COMPANY Xcerra Corporation (“Xcerra” or the “Company,” “we” or “us”), is a global provider of test and handling capital equipment, interface products, test fixtures, and services to the semiconductor, industrial, and electronics manufacturing industries. The Company designs, manufactures, markets and services systems and products that address the broad, divergent requirements of the mobility, industrial, medical, automotive and consumer end markets, offering a comprehensive portfolio of solutions and technologies, and a global network of strategically deployed applications and support resources. Xcerra operates in the semiconductor and electronics manufacturing test markets and is the parent company to the atg-Luther & Maelzer (“atg”), Everett Charles Technologies (“ECT”), LTX-Credence (“LTXC”) and Multitest (“Multitest”) businesses. Semiconductor designers and manufacturers worldwide use the Company’s test and handling equipment and interface products to test their devices during the manufacturing process. The Company’s interface products include the design, manufacture and marketing of contactors and pins used in various types of test equipment, as well as in a wide variety of commercial and consumer applications. After testing, these semiconductor devices are incorporated into a wide range of products, including personal and tablet computers, mobile internet equipment such as wireless access points and interfaces, broadband access products such as cable modems and set top boxes, personal communication and entertainment products such as mobile phones and personal digital music players, consumer products such as televisions, videogame systems and digital cameras, automobile electronics and power management devices used in portable and automotive electronics. The Company also designs, manufactures and markets printed circuit board (“PCB”) test systems used in the testing of pre-assembly PCBs. These testers are used to verify the quality of the PCB prior to the installation of components. The types of PCBs that are tested using the Company’s systems include a diverse set of electronic products including network servers, personal computers, tablet computers and mobile phones. The Company’s test fixture service offerings include the design, manufacture, and marketing of in-circuit and functional-circuit test fixtures for testing assembled PCBs. The Company also sells hardware and software support and maintenance services for its products. On April 7, 2017, the Company entered into an Agreement and Plan of Merger with Unic Capital Management Co., Ltd., a Chinese company (“Unic Capital”) and China Integrated Circuit Industry Investment Fund Co., Ltd., a Chinese company (“Sponsor”), as joined by Unic Acquisition Corporation, a Massachusetts corporation (“Unic Merger Sub”) (as amended, the “2017 Merger Agreement”), providing for the merger of Unic Merger Sub with and into the Company (the “2017 Merger”), with the Company surviving the 2017 Merger. On August 4, 2017, pursuant to that certain Assignment and Assumption Agreement, by and among Unic Capital, Hubei Xinyan Equity Investment Partnership (Limited Partnership), a Chinese limited partnership (“Hubei”) and Xcerra, Unic Capital irrevocably transferred, conveyed, assigned and delivered to Hubei all of Unic Capital’s right, interest, benefits, liabilities and obligations in and under the 2017 Merger Agreement, and Hubei accepted, assumed and agreed to pay, perform, fulfill and discharge all obligations and liabilities of Unic Capital arising under or relating to the 2017 Merger Agreement; provided, however, that in the case where Hubei is unable to pay, perform, fulfill or discharge all obligations and liabilities under the 2017 Merger Agreement, Unic Capital will remain wholly liable. The closing of the 2017 Merger was subject to certain conditions, including clearance by the Committee on Foreign Investment in the United States (“CFIUS”). After careful review of feedback received from CFIUS that approval of the 2017 Merger was highly unlikely and further discussions between the Company and Hubei, the parties determined to cease efforts to seek CFIUS clearance and entered into a Termination Agreement, dated February 22, 2018 (the “Termination Agreement”), pursuant to which they mutually terminated the 2017 Merger Agreement and agreed to release each other and certain related parties from certain claims and liabilities relating to the 2017 Merger Agreement and the transactions contemplated thereby. Neither the Company nor Hubei incurred or will incur any termination fees in connection with the termination of the 2017 Merger Agreement. Following the close of our quarter ending April 30, 2018, as further described in Note 12 to the Consolidated Financial Statements, on May 7, 2018, the Company entered into an Agreement and Plan of Merger (the “2018 Merger Agreement”) with Cohu, Inc., a Delaware corporation (“Parent”), and Xavier Acquisition Corporation, a Delaware corporation (“Xavier Merger Sub”), providing for the merger of Xavier Merger Sub with and into the Company (the “2018 Merger”), with the Company surviving the 2018 Merger as a wholly owned subsidiary of Parent.

1. THE COMPANY

Xcerra Corporation (“Xcerra” or the “Company,” “we” or “us”), is a global provider of test and handling capital equipment, interface products, test fixtures, and services to the semiconductor, industrial, and electronics manufacturing industries. The Company designs, manufactures, markets and services systems and products that address the broad, divergent requirements of the mobility, industrial, medical, automotive and consumer end markets, offering a comprehensive portfolio of solutions and technologies, and a global network of strategically deployed applications and support resources. Xcerra operates in the semiconductor and electronics manufacturing test markets and is the parent company to the atg-Luther & Maelzer (“atg”), Everett Charles Technologies (“ECT”), LTX-Credence (“LTXC”) and Multitest (“Multitest”) businesses.

Semiconductor designers and manufacturers worldwide use the Company’s test and handling equipment and interface products to test their devices during the manufacturing process. The Company’s interface products include the design, manufacture and marketing of contactors and pins used in various types of test equipment, as well as in a wide variety of commercial and consumer applications. After testing, these semiconductor devices are incorporated into a wide range of products, including personal and tablet computers, mobile internet equipment such as wireless access points and interfaces, broadband access products such as cable modems and set top boxes, personal communication and entertainment products such as mobile phones and personal digital music players, consumer products such as televisions, videogame systems and digital cameras, automobile electronics and power management devices used in portable and automotive electronics.

The Company also designs, manufactures and markets printed circuit board (“PCB”) test systems used in the testing of pre-assembly PCBs. These testers are used to verify the quality of the PCB prior to the installation of components. The types of PCBs that are tested using the Company’s systems include a diverse set of electronic products including network servers, personal computers, tablet computers and mobile phones. The Company’s test fixture service offerings include the design, manufacture, and marketing of in-circuit and functional-circuit test fixtures for testing assembled PCBs. The Company also sells hardware and software support and maintenance services for its products.

On April 7, 2017, the Company entered into an Agreement and Plan of Merger with Unic Capital Management Co., Ltd., a Chinese company (“Unic Capital”) and China Integrated Circuit Industry Investment Fund Co., Ltd., a Chinese company (“Sponsor”), as joined by Unic Acquisition Corporation, a Massachusetts corporation (“Unic Merger Sub”) (as amended, the “2017 Merger Agreement”), providing for the merger of Unic Merger Sub with and into the Company (the “2017 Merger”), with the Company surviving the 2017 Merger. On August 4, 2017, pursuant to that certain Assignment and Assumption Agreement, by and among Unic Capital, Hubei Xinyan Equity Investment Partnership (Limited Partnership), a Chinese limited partnership (“Hubei”) and Xcerra, Unic Capital irrevocably transferred, conveyed, assigned and delivered to Hubei all of Unic Capital’s right, interest, benefits, liabilities and obligations in and under the 2017 Merger Agreement, and Hubei accepted, assumed and agreed to pay, perform, fulfill and discharge all obligations and liabilities of Unic Capital arising under or relating to the 2017 Merger Agreement; provided, however, that in the case where Hubei is unable to pay, perform, fulfill or discharge all obligations and liabilities under the 2017 Merger Agreement, Unic Capital will remain wholly liable.

The closing of the 2017 Merger was subject to certain conditions, including clearance by the Committee on Foreign Investment in the United States (“CFIUS”). After careful review of feedback received from CFIUS that approval of the 2017 Merger was highly unlikely and further discussions between the Company and Hubei, the parties determined to cease efforts to seek CFIUS clearance and entered into a Termination Agreement, dated February 22, 2018 (the “Termination Agreement”), pursuant to which they mutually terminated the 2017 Merger Agreement and agreed to release each other and certain related parties from certain claims and liabilities relating to the 2017 Merger Agreement and the transactions contemplated thereby. Neither the Company nor Hubei incurred or will incur any termination fees in connection with the termination of the 2017 Merger Agreement.

Following the close of our quarter ending April 30, 2018, as further described in Note 12 to the Consolidated Financial Statements, on May 7, 2018, the Company entered into an Agreement and Plan of Merger (the “2018 Merger Agreement”) with Cohu, Inc., a Delaware corporation (“Parent”), and Xavier Acquisition Corporation, a Delaware corporation (“Xavier Merger Sub”), providing for the merger of Xavier Merger Sub with and into the Company (the “2018 Merger”), with the Company surviving the 2018 Merger as a wholly owned subsidiary of Parent.