Exhibit 99.6
May 8, 2018
Xcerra Corporation to be Acquired by Cohu, Inc.
Creating Global Leader in Semiconductor Test and Inspection
Dear Valued Customer,
We are excited to let you know that Xcerra has signed a definitive agreement to be acquired by Cohu, Inc, a leading supplier of semiconductor test and inspection handlers, micro-electro mechanical system test modules, test contactors and thermalsub-systems for a total consideration of $13.92 per share. We are writing you to provide details on what this means for you and the future of the Company.
Cohu has offered to purchase all outstanding shares of Xcerra’s capital stock and our Board of Directors has accepted Cohu’s offer. A definitive agreement has been signed, however, the closing of the transaction is subject to approval by Xcerra and Cohu’s respective shareholders, regulatory clearance and other customary closing conditions. We anticipate the closing will occur in the second half of calendar year 2018. After the closing of the transaction, Xcerra will be a subsidiary of Cohu.
The combination of the two companies is expected to create a global leader in the backend semiconductor manufacturing process. The combined company is expected to be a technology leader across semiconductor and PCB test equipment, contactors and inspection, further strengthening our ability to fully capitalize on the secular growth opportunities in the automotive, IoT, industrial and mobility markets.
Upon the closing of the transaction, we plan to move forward with the integration of the two companies under the leadership of an experienced executive team. Luis Müller, Cohu’s president and chief executive officer and Jeffrey Jones, Cohu’s vice president finance and chief financial officer will lead the company. An integration team comprised of Xcerra and Cohu executives will carefully analyze the operations of our two companies to ensure that we are best structured to succeed in the marketplace and best serve our customers.
As we move through this process, we want to reaffirm our company’s commitment to provide you with the high caliber of products, delivery, service, and support that you have come to rely on. We do not expect the Company’s change in ownership to have any impact on theday-to-day operations of our customers. Our goal is to make this acquisition process seamless to your operations and your customer experience with us as we work to build a new company focused on increasing your yield, reducing your cost of test and accelerating your time to market.
Luis Müller, Cohu’s president and chief executive officer, added, “Both Xcerra and Cohu greatly appreciate the partnership with our customers to provide leading edge solutions for semiconductor test and inspection. This acquisition creates a powerful combination of two complementary companies with the depth and breadth of the combined product portfolios, engineering and product development resources. Additionally, we will be able to provide a broader range of solutions as well as global customer support that will enable Cohu to deliver comprehensiveback-end solutions that better meet your future needs. I am dedicated to maintaining and increasing the quality of innovation, support, and service that you have come to expect. I look forward to increasing our interactions in the near future, upon completion and closing of the transaction.”
Until the transaction closes, our two companies must and will remain independent and continue to operate as such. Our customers should expect business as usual during this time, your respective Xcerra sales representative will continue to work with you and will continue to be available to you for all your business needs.
We want to thank all of Xcerra’s customers for your continued business as we combine with Cohu to build an even stronger company to support your semiconductor and electronics manufacturing test requirements. If you have any questions or concerns, do not hesitate to contact your Sales Representatives.
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| David G. Tacelli | | Pascal Rondé |
| Chief Executive Officer & President | | Senior Vice President, Global Customer Team |
Additional Information and Where You Can Find It
Cohu Inc., (“Cohu”) will file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on FormS-4 (the “Registration Statement”) containing a prospectus with respect to the Cohu common stock to be issued in the proposed transaction and a joint proxy statement of Cohu and Xcerra Corporation (“Xcerra”) in connection with the proposed transaction (the “Joint Proxy Statement/Prospectus”) and other documents concerning the proposed transaction. The definitive Joint Proxy Statement/Prospectus will be delivered to the stockholders of Xcerra and Cohu after the Registration Statement is declared effective by the SEC. This communication is not a substitute for the Registration Statement, the definitive Joint Proxy Statement/Prospectus or any other documents that Xcerra or Cohu may file or may have filed with the SEC, or will send or have sent to stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of
these documents (when they become available) and other documents filed by Xcerra and Cohu with the SEC at the SEC’s website atwww.sec.gov. The Joint Proxy Statement/Prospectus and other documents filed by Xcerra or Cohu may also be obtained free of charge by visiting the Xcerra Investor Relations page on its corporate website athttps://xcerra.com/investors or by contacting Xcerra Investor Relations by telephone at (781)467-5063 or by mail at Xcerra Investor Relations, Xcerra Corporation, 825 University Avenue, Norwood, MA 02062, attention Rich Yerganian or by visiting the Cohu Investor Relations page on its corporate website athttps://cohu.gcs-web.com or by contacting Cohu Investor Relations by telephone at (858)848-8106 or by mail at Cohu Corporate Headquarters, 12367 Crosthwaite Circle, Poway, CA 92064, attention Jeffrey D. Jones.
Participants in the Solicitation
Xcerra, Cohu, certain of their respective directors, executive officers, members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed “participants” in the solicitation of proxies in connection with the proposed transaction, and a description of their direct and indirect interests in the proposed transaction, which may differ from the interests of Xcerra stockholders or Cohu stockholders generally, is set forth in the Joint Proxy Statement/Prospectus filed with the SEC. Information regarding Xcerra’s directors and executive officers and their beneficial ownership of Xcerra common stock is also set forth in Xcerra’s proxy statement on Schedule 14A filed with the SEC on September 5, 2017, and in its Annual Report on Form10-K for the year ended July 31, 2017, and is supplemented by other public filings made, and to be made, with the SEC by Xcerra. These documents are available free of charge at the SEC’s website at www.sec.gov or by visiting the Xcerra Investor Relations page on its corporate website at https://xcerra.com/investors. Information concerning Cohu’s directors and executive officers and their beneficial ownership of Cohu’s common stock is set forth in Cohu’s annual proxy statement on Schedule 14A filed with the SEC on April 3, 2018, and in its Annual Report on Form10-K for the year ended December 31, 2017. These documents are available free of charge at the SEC’s website at www.sec.gov or by visiting the Cohu Investor Relations page on its corporate website athttps://cohu.gcs-web.com. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the Joint Proxy Statement/Prospectus regarding the proposed transaction and other relevant materials that have been or will be filed with the SEC when they become available. You may obtain copies of the documents described in the preceding sentence when they become available free of charge by visiting the SEC’s website at www.sec.gov.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this filing may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction involving Xcerra Corporation (“Xcerra”) and Cohu, Inc. (“Cohu”) and the ability to consummate the proposed transaction. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (i) the risk that the conditions to the closing of the proposed transaction are not satisfied, including the failure to timely or at all obtain stockholder approval for the proposed transaction or the failure to timely or at all obtain any required regulatory clearances, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR); (ii) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each of Xcerra and Cohu to consummate the proposed transaction, including as a result of the failure of Cohu to obtain or provide on a timely basis or at all the necessary financing; (iii) the ability of Xcerra and Cohu to integrate their businesses successfully and to achieve anticipated synergies; (iv) the possibility that other anticipated benefits of the proposed transaction will not be realized, including without limitation, anticipated revenues, expenses, earnings and other financial results, and growth and expansion of the combined company’s operations, and the anticipated tax treatment of the combination; (v) potential litigation relating to the proposed transaction that could be instituted against Xcerra, Cohu or their respective directors; (vi)
possible disruptions from the proposed transaction that could harm Xcerra’s and/or Cohu’s respective businesses; (vii) the ability of Xcerra or Cohu to retain, attract and hire key personnel; (viii) potential adverse reactions or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction; (ix) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Xcerra’s or Cohu’s financial performance; (x) certain restrictions during the pendency of the proposed transaction that may impact Xcerra’s or Cohu’s ability to pursue certain business opportunities or strategic transactions; (xi) continued availability of capital and financing and rating agency actions; (xii) legislative, regulatory and economic developments; (xiii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors; and (xiv) such other factors as are set forth in (A) Xcerra’s periodic public filings with the SEC, including but not limited to those described under the heading “Risk Factors” in Xcerra’s Form10-K for the fiscal year ended July 31, 2017, (B) Cohu’s periodic public filings with the SEC, including but not limited to those described under the heading “Risk Factors” in Cohu’s Form10-K for the fiscal year ended December 31, 2017, (C) in the Registration Statement on FormS-4 that has or will be filed by Cohu with the SEC and the prospectus and joint proxy statement of Cohu and Xcerra that is or will be contained therein, and (D) the other filings made by Xcerra or Cohu with the SEC from time to time, which are available via the SEC’s website at www.sec.gov. Xcerra can give no assurance that the conditions to the proposed transaction will be satisfied. Except as required by applicable law, Xcerra undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
