This is a joint press release by RoodMicrotec N.V. ("RoodMicrotec" and, together with its subsidiaries, the "RoodMicrotec Group") and Microtest S.p.A. ("Microtest"), an entity incorporated under Italian law, controlled by Seven Holding 3 S.à r.l., a wholly owned subsidiary of the private equity fund Xenon (as defined below), pursuant to the provisions of Section 4 Paragraph 3 and Section 5 Paragraphs 4 and 5 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree") in connection with the announced recommended public offer by Microtest for all the issued and outstanding ordinary shares in the capital of RoodMicrotec (the "Offer").
This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of an offer memorandum (the "Offer Memorandum") approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) (the "AFM"). This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada and Japan or in any other jurisdiction in which such release, publication or distribution would be unlawful.
ADDITIONAL ROODMICROTEC SHAREHOLDERS GIVE IRREVOCABLE COMMITMENT TO TENDER THEIR SHARES UNDER THE OFFER BY MICROTEST ANNOUNCED ON 13 JUNE 2023
Highlights
- Microtest has reached agreement with three additional RoodMicrotec shareholders in relation to their irrevocable commitment to tender all their Shares under the Offer
- These shareholders collectively hold 4,700,000 Shares, representing approximately 6.3% of the outstanding Shares
- In total, 30.5% of the Shares are now committed under the Offer on a fully diluted basis
Vicopisano, Italy / Deventer, the Netherlands, 31 July 2023
Reference is made to the joint press releases by Microtest and RoodMicrotec dated 13 June 2023 and 6 July 2023 in respect of the announced recommended all-cash public offer envisaged to be made by Microtest at an offer price of EUR 0.35 in cash per share (the “Offer Price”) in the capital of RoodMicrotec (the “Shares” and each a “Share”).
As set out in the press release by Microtest and RoodMicrotec dated 13 June 2023, several of RoodMicrotec’s substantial shareholders and warrant holders have previously undertaken to (i) support the Offer and tender their Shares or, (ii) subject to the Offer being declared unconditional, either (a) assign the warrants issued by RoodMicrotec (the “Warrants”) held by them to Microtest or (b) exercise their Warrants and tender the Shares to be issued pursuant to the exercise of the Warrants under the Offer.
Today, Microtest and RoodMicrotec jointly announce the entering into of irrevocable undertakings with three additional RoodMicrotec shareholders.
Pursuant to the irrevocable undertakings entered into by each of these shareholders individually, these shareholders will:
a) tender their Shares under the Offer, if and when made. They will do so on the terms and conditions of the Offer, as to be described in the Offer Memorandum that is to be published in connection with the Offer, including the Offer Price. As per today, the relevant shareholders collectively hold 4,700,000 Shares, representing approximately 6.3% of the outstanding Shares; and
b) vote in favour of the resolutions related to the Offer to be voted on at the extraordinary general meeting of RoodMicrotec to be held in connection with the Offer.
The irrevocable undertakings contain certain customary undertakings and conditions, which are equal to the undertakings and conditions previously agreed with the shareholders that have signed irrevocable undertakings prior to the initial announcement of the Offer on 13 June 2023, as described in the press release by Microtest and RoodMicrotec published on that same day.
In accordance with the applicable public offer rules, any information shared with the relevant shareholders about the Offer shall, if not published prior to the Offer Memorandum being made generally available, be included in the Offer Memorandum in respect of the Offer (if and when issued). At the date of this press release Microtest on the one hand and the relevant RoodMicrotec shareholders on the other hand, do not hold shares in each other’s capital.
Together with the irrevocable undertakings already referred to in the press release by Microtest and RoodMicrotec dated 13 June 2023, all irrevocable undertakings that have now been obtained by Microtest represent in total approximately 30.5% of the Shares as per closing of the Offer (on a fully diluted basis, assuming all Warrants are exercised immediately prior to closing of the Offer).
Settlement Agent
Attn: Corporate Broking (HQ7212)
ABN AMRO Bank N.V.
Gustav Mahlerlaan 10
1082 PP Amsterdam
The Netherlands
For more information:
Huijskens Sassen Communications
Clemens Sassen
+31 6 46 11 11 89
clemens@hscomms.nl
Advisors
On behalf of Microtest, Rothschild & Co is acting as sole financial advisor and Linklaters LLP is acting as legal counsel.
AXECO Corporate Finance B.V. is acting as RoodMicrotec's sole financial advisor and Bird & Bird (Netherlands) LLP is acting as RoodMicrotec's legal counsel.
About RoodMicrotec
With more than 50 years of experience in the semiconductor and electronics industry, RoodMicrotec is a leading independent company for semiconductor supply and quality services. RoodMicrotec is a highly valued partner for many companies worldwide and offers specifically tailored turnkey solutions for each single customer's requirements. The turnkey services include project management, wafer test, assembly, final test, qualification, failure analysis, and logistics. All services provided by RoodMicrotec meet the high quality standards of the automotive, industrial, healthcare, and high reliability aerospace sectors. RoodMicrotec is headquartered in Deventer, Netherlands, with operational units in Nördlingen and Stuttgart, Germany.
For more information, please visit https://www.roodmicrotec.com.
About Microtest
Microtest is a well-reputed player both in designing and manufacturing automated test equipment and in providing testing services. It is an entity incorporated under Italian law, controlled by Seven Holding 3 S.à r.l., a wholly owned subsidiary of the private equity fund Xenon Private Equity VII SCA SICAV RAIF (“Xenon"), a leading mid-cap private equity fund with 33+ years of experience and 175+ investments.
The current CEOs, Mr. Giuseppe Amelio and Mr. Moreno Lupi have been leading Microtest since its foundation in 1999 in Altopascio (Lucca). Over time, Microtest has become a technological partner of some of the world’s leading microchip manufacturers, skilled in developing innovative solutions, thanks to a solid engineering team and good production flexibility. In 2004, Microtest started designing and producing Automatic Test Equipment (the systems used in the semiconductor industry for electronic components and wafter testing) for several applications such as avionics and cars’ electronic modules, radar and wireless communications for defence and medical devices. A few years later, Microtest broadened its scope by also offering “test house” services, furthermore enhanced with a direct presence in the Far East following the opening of a subsidiary in Malaysia in 2018. In April 2022, Xenon Private Equity acquired a majority stake in Microtest, spurring its international expansion strategy. Microtest reached more than 30 million in revenues in 2022, with an Ebitda margin above 38%. Microtest commercial network and customer service are spread over the US, Europe, and Asia. In 2023 Microtest acquired Test Inspire, a highly innovative Dutch company focused on Automatic Testing Equipment.
For more information, please visit https://www.microtest.net.
Disclaimer
This is a joint press release by RoodMicrotec and Microtest pursuant to the provisions of Section 4 Paragraphs 1 and 3, Section 5 Paragraph 1 and Section 7 Paragraph 4 of the Decree and contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation. The information in this press release is not intended to be complete. This press release is for information purposes only and does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities.
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, RoodMicrotec, Microtest and Xenon disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither RoodMicrotec, Microtest nor Xenon, nor any of their respective advisors, assumes any responsibility for any violation of any of these restrictions. Any RoodMicrotec shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay. This announcement is not to be published or distributed in or to the United States, Canada or Japan. The information in the press release is not intended to be complete. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement to enter into investment activity. This announcement does not constitute an offer to sell or the solicitation of an offer to buy or acquire the securities of RoodMicrotec in any jurisdiction.
Forward Looking Statements
Certain statements in this press release may be considered "forward-looking statements," such as statements relating to the impact of this Offer on RoodMicrotec and Microtest and the targeted timeline for the Offer. Forward-looking statements include those preceded by, followed by or that include the words "anticipated," "expected" or similar expressions. These forward-looking statements speak only as of the date of this release. Although RoodMicrotec, Microtest and Xenon believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, receipt of regulatory approvals without unexpected delays or conditions, Microtest's ability to successfully operate RoodMicrotec without disruption to its other business activities, Microtest's ability to achieve the anticipated results from the acquisition of RoodMicrotec, the effects of competition, economic conditions in the global markets in which RoodMicrotec operates, and other factors that can be found in RoodMicrotec's, Microtest’s and/or Xenon’s press releases and public filings.
Neither RoodMicrotec, Microtest nor Xenon, nor any of their respective advisors, accepts any responsibility for any financial information contained in this press release relating to the business, results of operations or financial condition of the other or their respective groups. Each of RoodMicrotec, Microtest and Xenon expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
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