According to the Complaint, Xcerra Corporation ("Xcerra" or the "Company") is a global provider of test and handling capital equipment, interface products, test fixtures and related services to the semiconductor and electronics manufacturing industries.
On May 7, 2018, Cohu, Inc., Xavier Acquisition Corporation, a wholly owned subsidiary of Cohu (“Merger Sub”), and Xcerra entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which Merger Sub will merger with an into Xcerra, with Xcerra continuing as the surviving corporation and a wholly owned subsidiary of Cohu (the “Proposed Transaction”).
On May 8, 2018, Xcerra and Cohu, Inc. issued a joint press release announcing the Proposed Transaction.
The Complaint alleges that on June 21, 2018, in order to convince Xcerra’s public common shareholders to vote in favor of the Proposed Transaction, Defendants authorized the filing of a materially incomplete and misleading Form S-4 Registration Statement (the “Proxy”) with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act. The Complaint alleges that in particular, the Proxy contains materially incomplete and misleading information
concerning: (i) financial projections for Xcerra and Cohu; (ii) the valuation analyses performed by Xcerra’s financial advisor in support of their fairness opinion; and (iii) the background process leading to the Proposed Transaction.