Xcerra Corp. designs, manufactures, and markets automatic test equipment for the semiconductor industry.

According to the Complaint, on April 10, 2017, Xcerra and Sino IC Capital issued a joint press release announcing that they had entered into an Agreement and Plan of Merger dated April 7, 2017, under which an affiliate of Sino IC Capital, Unic Capital Management Co., Ltd. would acquire all of Xcerra’s outstanding stock.

The Complaint alleges that on August 7, 2017, Defendants issued materially incomplete and misleading disclosures in the Form PREM14A Preliminary Proxy Statement filed with the SEC in connection with the Proposed Transaction. The Proxy Statement is deficient and misleading because it omits material information about the facts and circumstances that led up to the Proposed Transaction, as well as material information concerning the financial analyses conducted by Cowen and Company, LLC, the Company’s financial advisor. Without all material information, Xcerra stockholders cannot make a properly informed decision regarding whether to vote in favor of the Proposed Transaction.

The first identified case was voluntarily dismissed on November 1, 2017. A related action was filed on November 10, under 17-CV-12226. The related action was voluntarily dismissed on March 9, 2018.