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COHU > SEC Filings for COHU > Form 8-K on 4-Jan-2013All Recent SEC Filings

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Form 8-K for COHU INC


4-Jan-2013

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits


Item 2.01 Completion of Acquisition or Disposition of Assets

Completion of Purchase of Ismeca Semiconductor Holding SA

On December 31, 2012, Cohu, Inc. ("we," "us," "our," "Cohu" or the "Company") completed the previously announced acquisition (the "Acquisition") of all of the outstanding share capital of Ismeca Semiconductor Holding SA ("Ismeca") from Schweiter Technologies AG (the "Seller") pursuant to a Share Purchase and Transfer Agreement dated December 9, 2012, by and between the Seller and a wholly owned subsidiary of the Company (the "Purchase Agreement"). Ismeca, headquartered in La Chaux-de-Fonds, Switzerland, and with major operations in Malacca, Malaysia and Suzhou, China, designs, manufactures and sells turret-based test handling and back-end finishing equipment for ICs, LEDs and discrete components. The aggregate purchase price was approximately $57.4 million, comprised of an initial purchase price of $54.5 million, increased by approximately $2.9 million based on estimated net cash and net debt acquired, as required by the Purchase Agreement. Pursuant to the Purchase Agreement, to the extent actual net cash and net debt is later determined to be different than the estimates of net cash and net debt at closing, the purchase price will be adjusted upward or downward accordingly. The material terms of the Acquisition were previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 13, 2012.

On January 2, 2013, we issued a press release announcing the completion of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Cohu intends to provide the audited consolidated financial statements of Ismeca for the required period(s) as specified by Rule 3-05(b) of Regulation S-X by amendment to this Current Report on Form 8-K within the time allowed for such filing by Item 9.01(a)(4) of this Form.

(b) Pro Forma Financial Information.

Cohu intends to provide pro forma financial information by amendment to this Current Report on Form 8-K within the time allowed for such filing by Item 9.01(b) (2) of this Form.

(d) Exhibits.

Exhibit No. - 99.1

Press release, dated January 2, 2013 of Cohu, Inc.


Exhibit Index

Exhibit No. Description

99.1 Press Release, dated January 2, 2013 of Cohu, Inc.


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