Rasco GmbH entered into a share purchase agreement to acquire KITA Manufacturing Co.,Ltd from Ellipsiz Ltd (SGX:BIX), Toshiaki Kita and Tomohiko Kita for $25.4 million on November 15, 2016. Under the terms, Ellipsiz Ltd will sell its entire 40% stake and other Kita shareholders will sell 60% stake. The purchase price is $15 million in cash to be funded out of Cohu’s existing cash reserves and the assumption of operating debt of $2.6 million net of cash acquired. The agreement also provides for up to $3 million of contingent earn-out cash consideration based on certain growth targets for revenue and profitability. Cohu will assume debt of $4.8 million associated with manufacturing capacity expansion in Osaka. As per the agreement, Ellipsiz Ltd will receive $6 million as the consideration for its 40% stake. The consideration is subject to adjustments. Following the acquisition, Kita will continue to be led by its current senior management team, including President Tomohiko Kita, and will combine with Cohu’s ITS contactor business unit. The transaction is subject governmental approval, third party consent, execution of escrow agreement, resignations of all Directors and officers of Kita Manufacturing, release and termination of security interests and key employees shall have remained continuously employed with Kita Manufacturing. The transaction is expected to be completed during Cohu’s fiscal first quarter of 2017. The proceeds from the sale will be retained in the funds of Ellipsiz Ltd and used to grow and expand business. Matt Leivo, Masahiko Ishida of DLA Piper LLP (US) acted as legal advisor to Cohu. Nae Iijima of Dojima Law Office acted as legal advisor to Kita Manufacturing. Rasco GmbH completed the acquisition of KITA Manufacturing Co.,Ltd from Ellipsiz Ltd (SGX:BIX), Toshiaki Kita and Tomohiko Kita on January 4, 2017.