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Cohu was founded in 1957 and is comprised of three business units, Digital Test Handlers, Analog Test Handlers, and Integrated Test Solutions (contactors).

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Luis A. Müller, Chief Executive Officer, Board Member

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Luis A. Müller joined Cohu's Delta Design subsidiary in 2005 and has been President and Chief Executive Officer of Cohu since December 2014. Dr. Müller was previously President of Cohu's Semiconductor Equipment Group (SEG) from January 2011 until being named CEO, Managing Director of SEG's Rasco GmbH business unit in Germany from January 2009 to December 2010, and Vice President of SEG's High Speed Pick-and-Place handler products from July 2008 to December 2010. Prior to joining Cohu, Inc. Dr. Müller spent nine years at Teradyne, where he held various management positions in engineering and business development.

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Dr. Müller holds a PhD in Mechanical Engineering from the Massachusetts Institute of Technology.

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Jeffrey D. Jones, Vice President Finance and Chief Financial Officer

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Jeffrey D. Jones joined Cohu’s Delta Design in July 2005 as Vice President Finance and Controller. In November 2007, Mr. Jones was named Vice President, Finance and Chief Financial Officer of Cohu. Prior to joining Delta Design, Mr. Jones, was a consultant and Vice President and General Manager of the Systems Group at SBS Technologies, Inc., a designer and manufacturer of embedded computer products. Prior to SBS Technologies, Mr. Jones was an Audit Manager for Coopers & Lybrand (now PricewaterhouseCoopers).

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Mr. Jones is a CPA and graduate of the University of Redlands.

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Cohu is a global leader in test handling, thermal subsystems, package inspection, and contactors test solutions used by the semiconductor industry. Cohu provides its customers with outstanding products and services that reflects Cohu’s commitment to operational excellence, innovation and market leadership.

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Delta Design has been part of Cohu since 1967 and pioneered pick-and-place handler technology in the 1980s. The company rapidly grew to become an industry leader by the early 1990s. In early 2000, Delta Design developed the first solution for actively controlling temperature during test of power dissipative ICs, thus solving a critical yield problem when testing high-end microprocessors.

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The acquisitions of Rasco in 2008 and Ismeca in 2012 extended Cohu’s product portfolio to include gravity, strip and turret handling equipment and added new critical technologies to Cohu in contactors, MEMS and LED test, and vision inspection. Today, Cohu offers a broad portfolio of enabling technologies that can be integrated in any of its handler platforms to optimize semiconductor test and solve some of the most challenging customer requirements.

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Xcerra Corporation was formed in 2014 following the LTX-Credence acquisition of Everett Charles Technologies (ECT) and Multitest from Dover Corporation in December of 2013. The strategic vision of the LTX-Credence management team in making these acquisitions was to build a company with a greater presence in the semiconductor test cell market.

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David Tacelli, president and CEO

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David G. Tacelli was appointed president and chief executive officer of LTX Corporation in November 2005 and continued in that capacity following the formation of LTX-Credence in August 2008. Joining LTX in 1988, Tacelli served in a variety of positions across the company. He served as executive vice president from 1999 to 2002, chief financial officer and treasurer from 1998 to 2000 and vice president of operations from 1996 to 1998.

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Mark Gallenberger, senior vice president, COO, CFO

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Mark J. Gallenberger was appointed vice president, chief financial officer and treasurer in 2000 when he joined LTX. In 2006 Gallenberger’s responsibilities expanded to include human resources, information technology, manufacturing and quality. He continued in that capacity following the formation of LTX-Credence in August 2008. Prior to joining LTX, Gallenberger was a vice president with Ernst & Young‘s consulting practice. During his six years with Ernst & Young, Gallenberger established the Deals & Acquisitions Group, where he was involved in numerous domestic and international strategic acquisitions, joint ventures, alliances and equity investments.

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Xcerra Corporation is the parent company of four brands that have been supplying innovative products and services to the semiconductor and electronics manufacturing industry for more than 30 years. Xcerra’s four brands are atg-Luther & Maelzer, Everett Charles Technologies, LTX-Credence, and Multitest.

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A key component of the long term growth strategy for Xcerra is to offer differentiated semiconductor test products and services that include providing customers a fully integrated test cell solution directly to their production floor. This strategy allows customers to procure key components of the test cell such as the tester, handler, contactors and interface boards, from a single supplier and to take delivery of a turnkey solution directly into their high-volume manufacturing environment. This strategy reduces risk for the customer associated with doing the test cell integration themselves and has the added benefit of accelerating their ability to get new products to market faster.

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Cohu reached out to Xcerra’s management upon the termination of the Xcerra/Hubei Xinyan transaction and communicated Cohu’s interest in acquiring Xcerra.

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Following extensive diligence and negotiation, and after substantial consideration by both companies’ management and board of directors, we have signed a definitive agreement in which Cohu will acquire all of the outstanding capital stock of Xcerra for an implied value, as of May 7, 2018, of $13.92/share, with approximately 66% payable in cash and 34% payable in Cohu common stock.

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Cohu intends to fund the cash consideration with a combination of cash on hand from the combined companies' balance sheets and $350 million in debt financing. The transaction is expected to close in the second half of calendar 2018, subject to approval by both companies’ stockholders, customary antitrust regulatory approvals, and other customary closing conditions.

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Xcerra stockholders are expected to own approximately 30% of the combined company at closing. The transaction has been unanimously approved by the Boards of Directors of both companies. After the close of the transaction, Xcerra will no longer be a public company and its shares will no longer trade on the NASDAQ stock exchange.

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Xcerra will become a subsidiary of Cohu and the combined company’s stock will trade under the symbol Cohu on the NASDAQ stock exchange.

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Closing the transaction will require shareholder and regulatory approvals, as well as satisfaction of customary closing conditions.

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Until the transaction closes both companies will continue to compete independently.

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Following the closing of the transaction, two of the current members of the Xcerra board of directors will join the Cohu board of directors.

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Luis Müller will remain president and chief executive officer and lead the combined company, and Jeff Jones will continue to serve as vice president of finance and chief financial officer.

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Dave Tacelli, Xcerra’s president and CEO, and Mark Gallenberger, Xcerra’s SVP, CFO, and COO, will transition their responsibilities to Luis and Jeff.

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The remaining organizational management of the combined company has not yet been determined.

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The transaction is expected to create a global leader in backend semiconductor and PCB test and inspection, including:

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Semiconductor test handlers

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Semiconductor test contactors

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Semiconductor SOC testers

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Semiconductor vision inspection

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Flying Probe bare-board PCB test systems

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The combination of complementary handler products and technologies is expected to result in a stronger portfolio to better meet the future needs of our customers

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The management and day-to-day operations of the combined company is expected to be a blend of Cohu and Xcerra management teams

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Luis Müller, will be President and CEO and Jeff Jones, CFO

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All other senior management to be announced post-closing.

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The combined company is expected to deliver strong financial results:

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Combined sales for the trailing twelve months in excess of $800 million

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Expected synergy cost savings of over $20M within 2 years

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We expect the full integration to take up to 36 months after the close of the deal, however, most of the work should be completed by end of 2020.

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We expect strong cash flow generation at the combined company.

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We expect the transaction to close in the second half of this calendar year.

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It will be business as usual until the acquisition is completed, and thereafter continuing growth plans for the SOC tester, test contactor and flying probe PCB tester customers. We expect no changes in the way the business targets to grow and satisfy customer needs.

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Once a product roadmap is defined for the combined company, we are committed to working with both Xcerra and Cohu customers to make any platform transitions as seamless as possible.

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We are committed to clear, timely communications throughout this process.

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For employees of both companies it will be business as usual during the pendency of the closing of the transaction. Cohu and Xcerra are each committed to having a plan ready so all employees will know their go forward status as of the closing of the transaction.

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As a company with expected combined sales for the trailing twelve months in excess of $800 million, we expect to leverage the combined company’s larger size into having a greater ability to grow and enter new markets, thus creating new opportunities for employees.

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As the combined company grows, employee opportunities in the Americas, Europe and Asia are expected to grow.

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As a larger and financially stronger combined company, we will also be afforded increased opportunities to make strategic investments in technologies and products and acquire complementary businesses.

The combination of Xcerra and Cohu is expected to create a global technology leader in the backend semiconductor manufacturing process.

With combined annual sales of each company over the last 12 months in excess of $800 million and a business model that we expect will be enhanced by over $20M in expected cost synergy savings, the transaction is a win-win for both Xcerra and Cohu shareholders.

Market dynamics

Transaction advantages

Projected growth

The combined company is expected to be a leading supplier of semiconductor test handlers and contactors.

Gain access to new opportunities as a major supplier of backend semiconductor manufacturing equipment, an over $5.0B addressable market.

Company expects growth from cross selling across product lines and geographic regions.

After the transaction closes, product roadmaps generally continue as planned, although we expect to benefit from sharing technology in test handlers and contactors. However, we expect the individual strengths of both companies to play a significant role in the outcome of the roadmap, resulting in a combination of Cohu and Xcerra products. Until the transaction closes, the companies will continue to compete independent of one another.

Established products

Future developments

Roadmap philosophy

Deployment of test and/or handling technologies,

Continued investment is expected in all product areas.

Technology leadership based on a comprehensive

Customers should continue to expect a high level of support from the company.

Continuity of existing relationships

Development support to reduce time to production test release

Global strength of direct channel, enhanced by certified third-party support network

Minimal overlap in customers and market segments

Expect to enhance global support network across

Established and experienced local direct sales and

Committed to frequent communications with employees throughout the integration planning period. Longer term, the expected enhanced growth prospects for the combined company are expected to provide career development opportunities for employees.

Organizational Impact

More opportunity in longer term

Benefit plans remain as is

Cohu initiated the contact with Xcerra upon the

Continued combined company growth is expected to

Xcerra specific: No immediate impact to existing

Structured for consistently strong financial performance in automotive, computing, industrial, IoT, consumer and mobility-driven market segments.

Industry leader in the semiconductor backend

Win-win for shareholders

Positive Reception from Financial Community

Combined sales for the last 12 months in excess of

Deal is good for Xcerra shareholders. Combination of

Consistently mentioned as the next logical