Item 1.01 Entry into a Material Definitive Agreement.
On May 10, 2021, Cohu, Inc. announced that it and certain of its direct and
indirect subsidiaries ("Cohu") and Mycronic AB and certain of its direct and
indirect subsidiaries ("Mycronic") entered into a Share and Asset Purchase
Agreement (the "Purchase Agreement"), dated May 10, 2021, pursuant to which Cohu
has agreed to sell its Printed Circuit Board Test Group business ("PTG
Business") to Mycronic. Under the terms of the Purchase Agreement, Cohu will
sell (i) the entire issued share capital of atg Luther & Maelzer GmbH and Test
Solutions (Suzhou) Co., Ltd., (ii) certain intellectual property of the PTG
Business held by Xcerra Corporation; and (iii) certain inventory of the PTG
Business held by Everett Charles Tech, Inc. for an aggregate purchase price of
USD $125 million in an all-cash transaction (the "Sale Transaction"). The
Purchase Agreement provides for a closing accounts mechanism, whereby, following
completion, Mycronic will review certain estimated closing accounts and a
closing statement prepared and delivered by Cohu subsequent to closing which,
once agreed or deemed agreed, will form the basis of an adjustment to the
purchase price consideration as a result of movements in working capital, net
cash and net debt above or below minimum thresholds. The Purchase Agreement has
been unanimously approved by the Board of Directors of Cohu.
The Purchase Agreement contains customary representations, warranties and
covenants of the parties, including, among other things, that during the period
from the signing of the Purchase Agreement until the earlier of the termination
of the Purchase Agreement or the completion of Sale Transaction (the "Closing
Date"), Cohu agrees to carry on the PTG Business in the ordinary course of
business consistent with past practices and will be restricted from implementing
various transactions that can generally be viewed outside the ordinary course of
business, unless Mycronic agrees to the implementation of such transactions.
Cohu, on behalf of itself and its affiliates, has agreed that for a period of
two (2) years after the Closing Date that it will not solicit any employees or
customers or otherwise compete with the PTG Business, as more fully described in
the Purchase Agreement.
The Purchase Agreement is subject to the amendment of ATG's articles of
association being registered in ATG's commercial register, the fulfilment of
which will result in a delay between signing and the Closing Date and other
customary closing deliverables (the "Closing Conditions"). Cohu expects the
closing to occur by the end of June 2021, subject to the completion of the
Closing Conditions. The Purchase Agreement can be terminated if the Closing
Conditions cannot be satisfied before December 24, 2021, unless otherwise
mutually agreed to by the parties.
The Purchase Agreement provides that Mycronic is required to obtain a warranty &
indemnity insurance policy (the "Policy") for the Sale Transaction and the
issuer of the Policy will provide insurance against breaches by Cohu of the
general representations and warranties contained in the Purchase Agreement.
As part of the Sale Transaction, Cohu and Mycronic expect to enter into a
Transitional Services Agreement (the "Transitional Services Agreement") to be
effective as of the Closing Date, pursuant to which Cohu will provide limited
transitional support for an interim period starting immediately after the
Closing Date.
The foregoing description of the Purchase Agreement and the transactions
contemplated thereby is not complete and is subject to and qualified in its
entirety by reference to the Purchase Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K.
Item 8.01. Other Events.
On May 10, 2021, Cohu issued a press release announcing the entering into of the
Purchase Agreement and the sale of the PTG Business. A copy of the press release
is attached as Exhibit 99.1 to the Current Report on Form 8-K filed separately
by Cohu on May 10, 2021.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Share Purchase Agreement, dated May 10, 2021, by and among Cohu, Inc.,
Cohu Semiconductor Test GmbH, Credence International Ltd. (BVI), Xcerra
Corporation, Everett Charles Tech, Inc., KOGNITEC Vertrieb & Service
GmbH, Mycronic AB and Mycronic, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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