DEVENTER, THE NETHERLANDS: Microtest S.P.A. has made an offer to acquire all issued and outstanding shares in the capital of RoodMicrotec N.V. at an offer price of EUR 0.35 translating into EUR 28.9 million. The Offer is currently expected to be completed in the fourth quarter of 2023.

  The Offer Price represents a premium of approximately 35.7% to RoodMicrotec’s closing price on 12 June 2023 of EUR 0.258 per Share, and a premium of approximately 49.5%, 54.9% and 61.0% over the volume-weighted average price per Share over the three, six and twelve calendar months prior to 12 June 2023, respectively.

RoodMicrotec’s Board of Management unanimously support the Transaction and recommend the Offer for acceptance by the shareholders.

Microtest is a well-reputed player in designing and manufacturing automated test equipment and in providing testing services. It is an entity 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”), which is managed by Xenon AIFM S.A, a leading mid-cap private equity fund with 33+ years of experience and 175+ investments.

With Microtest and Xenon, RoodMicrotec will have a financially sound owner, with a strong track record in supporting entrepreneurial businesses and a wealth of experience in the semiconductor industry. Moreover, operating without a public listing will increase the RoodMicrotec Group’s ability to achieve the goals and implement the actions of its strategy.

Ruud van der Linden, Chairman of the Supervisory Board of RoodMicrotec: “Today, a next important step has been taken with the publication of the Offer Memorandum. We are extremely pleased that, with the unanimous support of the Supervisory Board and the Board of Management of RoodMicrotec and also supported by many existing Shareholders and all our Warrant Holders, the transaction with Microtest has been launched today.

The Offer is welcomed by the Boards of RoodMicrotec as we consider it to be in the best interests of all RoodMicrotec stakeholders. In our view, the Offer represents a genuine recognition of RoodMicrotec’s reputation and expertise in the European semiconductor industry.

The Transaction is fully in line with the strategy we pursued with RoodMicrotec for the last couple of years, to aim for autonomous growth while at the same time explore the semiconductor industry market and look for a significant larger ecosystem to join, supporting the future growth of RoodMicrotec, and we are thrilled to have found that ecosystem in a merger with Microtest, an entity that is backboned by Xenon with the strategy to invest in growth of such a larger ecosystem.”

Martin Sallenhag, CEO of RoodMicrotec: “We are very excited to be able to take this next and very important step in the merger process with Microtest.

The merger with Microtest and the expansion plan provided by Xenon will put the new entity in a very strong position to be a major player in the growing market in Europe. We are thrilled to be able to join on this journey towards something better for the future.

I am convinced that this is a very good path forward for the customers and employees of RoodMicrotec since it enables a faster and stronger growth potential compared to a stand-alone company.”

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