Xcerra to be acquired by Sino IC Capital affiliate

April 13, 2017

Xcerra and Sino IC Capital Co. Ltd. have announced 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 values Xcerra’s equity at approximately $580 million on a fully diluted basis.

Xcerra’s board of directors 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.

Dave Tacelli, president and chief executive officer of Xcerra, said, “The partnership we have announced…with Sino IC Capital will deliver strong value for our shareholders and will also benefit our customers and employees. With the financial backing of such a prominent and respected private equity fund, Xcerra will be well positioned for future growth, both in new and existing markets. We believe this partnership will enable the company to make long term investments in innovation and product development as well as broaden and strengthen our customer relationships around the world.”

Mr. Jun Lu, president of Sino IC Capital, added, “Xcerra’s leadership team and employees have delivered quality products and innovations to their customers and the marketplace for over four decades. Our partnership with and investment in Xcerra will help build on this track record of success and accelerate the company’s ability to access new markets, develop new product lines, and serve more customers. We value the entire Xcerra team and are committed to keeping the company’s headquarters in Norwood, Massachusetts. Sino IC Capital and Xcerra will work closely together with regulators, in an open and transparent manner, as they evaluate the merits of the transaction.”

In a letter to customers, Tacelli Pascal Rondé, senior vice president, global customer team, said, “We do not expect the Company’s change in ownership to have any impact on the day-to-day operations of the company, and we do not expect the transaction to change our relationship and commitment to you. We expect Xcerra’s existing management team to continue to run the company and that all company operations will continue as planned.”

They continued, “Our customers should expect business as usual before the deal closes and, just as importantly, after the deal closes, which we expect to be before the end of the calendar year. Upon closing Xcerra will remain a global company headquartered in Norwood, Massachusetts, U.S.A. and governed by U.S. law.”

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.

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