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Ademi & O’Reilly, LLP is investigating the Board of Directors of Xcerra Corporation (Nasdaq: XCRA) for possible breaches of fiduciary duty and other violations of Massachusetts law in connection with the sale of Xcerra to Cohu.

Ademi & O’Reilly, LLP alleges Xcerra’s long-term financial outlook is improving and yet Xcerra shareholders will receive only $9.00 in cash and 0.2109 of a share of Cohu common stock for each share of Xcerra common stock they own, or approximately $13.92.  Cohu is well aware of Xcerra’s improving financial metrics and is purchasing Xcerra at a substantial discount.  The merger agreement unreasonably limits competing bids for Xcerra by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Xcerra receive and accept a superior bid. Xcerra insiders, their affiliates and other major shareholders own significant voting stock, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of Xcerra. Our investigation centers on the conduct of Xcerra’s Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Xcerra given its current financial condition and prospects.