Unic Capital Management Co. Ltd. (‘Unic’) and China Integrated Circuit Industry Investment Fund Co., Ltd. managed by Huaxin Investment Management Co., Ltd. entered into a letter of intent to acquire Xcerra Corporation (NasdaqGS:XCRA) (‘Xcerra’) for approximately $540 million on November 25, 2016. Unic will acquire all outstanding shares of Xcerra for $9.55 per share in cash. On April 7, 2017, a definitive agreement was signed whereby Unic will pay $10.25 per Xcerra share and restricted stock unit in cash or a total of approximately $590 million. Xcerra will operate as a wholly-owned unit of Unic following the transaction. The merger agreement includes a go-shop period of 35 days, during which Xcerra may actively solicit alternative proposals from third parties until May 12, 2017. An equity commitment letter was submitted according to which China Integrated Circuit Industry Investment Fund Co. Ltd. committed to subscribe for equity securities of Unic with an aggregate purchase price of $217 million and a debt commitment letter pursuant to which Sino IC Leasing Co. Ltd. has committed to loan to Unic approximately $400 million in order to finance the purchase. Xcerra may be required to pay a fee of up to $22.8 million to Unic in the event of termination of the transaction under certain circumstances. The merger agreement also provides that, upon termination of the agreement under certain specified circumstances, Unic may be required to pay Xcerra a fee of $22.8 million. Following the transaction, Xcerra will operate as a private company and will no longer be listed on Nasdaq. Xcerra anticipates no changes to the day-to-day operations and expects that the existing management will continue to run the company. Xcerra will continue to be headquartered in Norwood, Massachusetts and its name will remain Xcerra Corporation. The current Board of Directors will be disbanded at closing, and a new board will be formed by Sino IC Capital. Dave Tacelli will remain as President and Chief Executive Officer, Mark Gallenberger will remain as Senior Vice President, Chief Financial Officer and Chief Operating Officer and Pascal Ronde will remain as Senior Vice President Global Customer Team. The remainder of the management team and the organization of Xcerra will remain the same. The transaction is subject to a number of conditions including approval from two-thirds of Xcerra shareholders as well as the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approvals from relevant governmental authorities in China and from the Committee on Foreign Investment in the United States. The deal has been unanimously approved by Xcerra’s Board of Directors. On October 12, 2017, Xcerra stockholders approved the transaction. On December 7, 2017, the initial termination date was extended from December 7, 2017 to March 7, 2018 to allow for the satisfaction of the remaining closing conditions under the agreement, including the receipt of certain U.S. and foreign antitrust and regulatory approvals. The transaction is expected to close in the fourth quarter of the calendar year. Chris McCabe of Cowen & Company LLC (‘Cowen’) acted as financial advisor and Tad Freese, Chad Rolston, Riley Lochridge, Bret Stancil, Richard Andrews, Bradley Alvarez, Louise Deng, Grace Lee, Kirt Switzer, James Robinson, Anthony Klein, Arielle Singh, Meredith Peake, Christopher Mortweet, James Metz, Ashley Wagner, Sara Schlau, Joshua Holian, Hector Armengod, Diana Aguilar, Sam Semey, Kevin DiBartolo, Jarrett Taubman, Kyle Jefcoat, Alicia Neubig and Inga Hildebrand of Latham & Watkins LLP acted as legal advisors to Xcerra. Grant Thornton International acted as accountant to Sino IC Capital and Zhan Chen, Weiheng Chen, Jing Xu, Jill Sheng, Alice Li, and Jane Wang of Wilson Sonsini Goodrich & Rosati acted as legal advisor to Unic. Alex Finnegan of Brunswick Group"xcerra acted as critical communications advisor to Xcerra. The Proxy Advisory Group, LLC acted as information agent to Xcerra. Computershare Investor Services acted as transfer agent to Xcerra. Cowen will be paid a fee of approximately $5.8 million for services provided in connection with the deal. David Schwartzbaum, Kyle Rabe and Lauren Shor of Covington & Burling acted as the legal advisor for Cowen and Company, LLC. Unic Capital Management Co. Ltd. and China Integrated Circuit Industry Investment Fund Co., Ltd. managed by Huaxin Investment Management Co., Ltd. cancelled the acquisition of Xcerra Corporation (NasdaqGS:XCRA) on February 22, 2018.