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 7 Paragraph 1 sub a of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) (the "Decree") in connection with the announced proposed recommended all-cash public offer by Microtest for all the issued and outstanding ordinary shares (the "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"). With reference to the joint press release by RoodMicrotec and Microtest dated 13 June 2023, (i) the commencement of the Offer is subject to the satisfaction or waiver of the commencement conditions and (ii) if and when made, the Offer is subject to the satisfaction or waiver of the offer conditions, all in accordance with the terms of the merger protocol entered into between RoodMicrotec and Microtest. 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.
UPDATE ON INTENDED ALL-CASH PUBLIC OFFER BY MICROTEST FOR ALL ROODMICROTEC SHARES
Vicopisano, Italy / Deventer, the Netherlands – 6 July 2023
Reference is made to the joint press release by Microtest and RoodMicrotec dated 13 June 2023 in respect of the conditional agreement on the Offer at an offer price of EUR 0.35 (cum dividend) per issued and outstanding ordinary share in the capital of RoodMicrotec.
Microtest and RoodMicrotec hereby provide a joint update on the Offer in accordance with the provisions of Section 7, paragraph 1 sub a of the Decree, which require a public announcement including a status update regarding an intended public offer within four weeks following its initial announcement.
Microtest and RoodMicrotec confirm that they are making good progress on the preparations for the Offer. A request for review and approval of the Offer Memorandum in relation to the Offer will be submitted to the AFM during the course of this week.
For more information:
Huijskens Sassen Communications
Clemens Sassen
+31 6 46 11 11 89
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, a leading mid-cap private equity fund with 33+ years of experience and 175+ investments (“Xenon”).
The current CEOs, Giuseppe Amelio and 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 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
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, nor Microtest nor Xenon, nor any of their 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 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 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 disclaims 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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