GNW-Adhoc: ROODMICROTEC UND MICROTEST EINIGEN SICH AUF EIN EMPFOHLENES ÖFFENTLICHES BARANGEBOT VON 0,35 EUR PRO AKTIE (press release available in English only)

dpa-AFX · Uhr

^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 Paragraphs 1 and 3,
Section  5 Paragraph 1 and Section  7 Paragraph 4 of the  Dutch Decree on Public
Takeover  Bids (Besluit openbare biedingen Wft, the "Decree") in connection with
the  intended  recommended  public  offer  by  Microtest  for all the issued and
outstanding  ordinary shares  in the  capital of  RoodMicrotec (the "Offer", and
together   with   the   Post-Closing   Restructuring  (as  defined  below),  the
"Transaction").  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.
  ROODMICROTEC AND MICROTEST AGREE ON RECOMMENDED ALL-CASH PUBLIC OFFER OF EUR
                                 0.35 PER SHARE
Deventer,  the  Netherlands,  13 June  2023, RoodMicrotec  and Microtest, a well
reputed  player both in designing and manufacturing automated test equipment and
in  providing  testing  services,  are  pleased  to  announce that a conditional
agreement  (the "Merger  Agreement") has  been reached  on a  recommended public
offer  to be made  by Microtest for  all of the  issued and outstanding ordinary
shares  in the capital of RoodMicrotec (each a "Share") for EUR 0.35 in cash per
Share (cum dividend) (the "Offer Price").
Transaction highlights
  * RoodMicrotec and Microtest have reached conditional agreement on a
    recommended all-cash public offer by Microtest for all issued and
    outstanding Shares in the capital of RoodMicrotec at an offer price of EUR
    0.35 (cum dividend) per Share in cash.
  * 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% respectively over the
    volume-weighted average price per Share over the last three, six and twelve
    calendar months, respectively.
  * The Offer for 100% of the Shares as at closing of the Offer (on a fully
    diluted basis, assuming all of the 7,485,000 outstanding warrants issued by
    RoodMicrotec (the "Warrants") are exercised immediately prior to closing of
    the Offer) amounts to EUR 28.9 million.
  * The Transaction is the culmination of an extensive strategic review
    conducted by RoodMicrotec's board of management (the "Board of Management")
    and supervisory board (the "Supervisory Board", and together with the Board
    of Management, the "RoodMicrotec Boards") and creates a stronger European
    player in the fast-growing semiconductor market.
  * The RoodMicrotec Boards unanimously and fully support the Transaction and
    recommend the Offer for acceptance to the shareholders of RoodMicrotec.
  * The Offer is also supported by the members of the Board of Management (in
    their capacity as shareholders) and several of RoodMicrotec's large
    shareholders and Warrant holders, representing approximately 24.8% of the
    Shares as at closing of the Offer (on a fully diluted basis, assuming all
    Warrants are exercised immediately prior to closing of the Offer). Each of
    these individuals has irrevocably committed to support the Offer and tender
    all Shares held by it (immediately prior to closing of the Offer) in the
    Offer.
  * Microtest has committed financing in place for the entire Transaction
    providing certainty of funds and high deal certainty.
  * A first draft of the Offer Memorandum is expected to be submitted to the AFM
    in July 2023.
  * The Offer is subject to certain customary conditions and is expected to
    complete in Q4 2023.
Ruud van der Linden, chairman of the Supervisory Board of RoodMicrotec:
"The  Supervisory Board of RoodMicrotec unanimously supports the transaction and
is  delighted with the announcement today of the merger of RoodMicrotec with the
Italian  company Microtest. We strongly believe that the merger is a win-win for
all  the stakeholders  of both  RoodMicrotec and  Microtest. This 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.  We believe  that we 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:
"RoodMicrotec  has achieved a lot during the  last years where we have added new
customers,  extended engagements  with present  customers, increased revenue and
cleared  up the balance sheet. We are now very well positioned for the next step
in  building a larger and more efficient company. To be able to do this there is
a  need to be part of a bigger entity  to make use of economies of scale as well
as  a better position towards customers and suppliers. 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."
Franco Prestigiacomo, Chairman of Microtest and CEO of Xenon:
"Together  with  Microtest's  CEOs,  Giuseppe  Amelio  and  Moreno  Lupi, we are
committed  to setting a clear path  for our internationalisation strategy, which
is  only just  beginning. With  RoodMicrotec, we  are adding  a key piece to our
growth  strategy, not only in  terms of revenue, but  also in terms of scale. We
want  to drive synergies  to create an  integrated European group specialised in
manufacturing ATE, OSAT and fabless microchips. Our objective is to maintain the
current   RoodMicrotec   corporate   structure   and  to  better  integrate  the
technologies  of both companies  in order to  ensure even better performance for
our  customers, which I expect will  increase significantly after the closing of
this transaction."
Strategic rationale
The Transaction is the culmination of an extensive strategic review conducted by
the  RoodMicrotec  Boards  in  the  last  couple  of years, which concluded that
RoodMicrotec' growth potential is hampered by the relatively extensive costs and
other  non-business-related requirements of operating in a public environment as
a  listed  entity.  Also,  the  current  size  of  RoodMicrotec  does  not allow
substantial  investments and  capital expenditure  in pursuit  of strong growth,
without  obtaining considerable financial obligations. Becoming part of a larger
ecosystem will give RoodMicrotec more 'firepower' to realise targeted growth and
create a higher shareholder value.
Microtest is a well reputed player both 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.
RoodMicrotec  believes the sustainable and long-term success of RoodMicrotec can
be enhanced under Microtest's ownership as it will be part of a larger ecosystem
in  the  semiconductor  industry.  Moreover,  having  a  single  shareholder and
operating without a public listing will increase RoodMicrotec Group's ability to
achieve the goals and implement the actions of its strategy.
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.
Microtest fully supports RoodMicrotec's growth strategy maintaining the focus on
RoodMicrotec's chosen technologies and services. Furthermore, the aggregation of
Microtest  and  RoodMicrotec  will  allow  the  companies  to better serve their
customers'  increasingly sophisticated needs  and to be  in a better position to
deal with the complex and growing semiconductor market.
Full and unanimous support and recommendation by the RoodMicrotec Boards
Consistent  with their fiduciary responsibilities,  the RoodMicrotec Boards have
followed  a thorough and careful process in which they have frequently monitored
and discussed the developments.
Consistent  with their fiduciary responsibilities, the RoodMicrotec Boards, with
the  support of their  outside financial and  legal advisors, have given careful
consideration  to  all  relevant  aspects  of  the  Transaction,  including  the
rationale   for   the  Transaction,  the  interests  of  all  of  RoodMicrotec's
stakeholders,  the Offer Price,  the Non-Financial Covenants  (as defined below)
and  other terms  of the  Transaction. After  due and careful consideration, the
Boards  consider the Transaction  to be in  the interest of  RoodMicrotec and to
promote  the  sustainable  success  of  its  business,  taking  into account the
interests of its stakeholders.
Accordingly,  the Boards have  unanimously resolved to  support the Transaction,
recommend  the Offer for  acceptance by the  holders of Shares  and recommend to
RoodMicrotec's shareholders to vote in favour of the resolutions relating to the
Transaction   (the   "Resolutions")  at  an  extraordinary  general  meeting  of
RoodMicrotec's  shareholders  (the  "General  Meeting"),  to  be held during the
acceptance  period of the Offer  (the "EGM"), each in  accordance with the terms
and  subject to the  conditions of the  Merger Agreement (the "Recommendation").
The  Recommendation will be  included in the  position statement of RoodMicrotec
which  will  be  published  simultaneously  with  the  publication  of the Offer
Memorandum.
Fairness Opinion
AXECO Corporate Finance has issued a fairness opinion to the RoodMicrotec Boards
to  the  effect  that,  as  of  such  date  and  subject  to the qualifications,
limitations,  and assumptions set  forth in the  fairness opinion, (i) the Offer
Price  in the Offer is fair,  from a financial point of  view, to the holders of
the  Shares, and (ii) the  purchase price payable in  the Share Sale (as defined
below)  is fair, from a  financial point of view,  to Company Holdco (as defined
below).  The full text of the fairness opinion, which sets forth the assumptions
made,  procedures  followed,  matters  considered  and limitations on the review
undertaken  in connection with  the opinion, will  be included in RoodMicrotec's
position statement. The opinion of AXECO Corporate Finance has been given to the
RoodMicrotec  Boards, and not  to the holders  of Shares. As  such, the fairness
opinion does not contain a recommendation to the holders of Shares as to whether
they  should tender their Shares under the Offer  (if and when made) or how they
should vote or act with respect to the Resolutions or any other matter.
Irrevocable undertakings
The Offer is supported by several of RoodMicrotec's substantial shareholders and
warrant  holders, together representing approximately  24.8% of the Shares as at
closing  of  the  Offer  (on  a  fully  diluted basis, assuming all Warrants are
exercised immediately prior to closing of the Offer).
Each  relevant shareholder has irrevocably committed to Microtest to support the
Offer  and tender  all Shares  held by  it (immediately  prior to closing of the
Offer) in the Offer.
Furthermore,  all large  holders of  Warrants have,  subject to  the Offer being
declared  unconditional,  irrevocably  committed  to  either  (i)  assign  their
Warrants  to Microtest or (ii) exercise their  Warrants and to tender the Shares
to be issued pursuant to the exercise of the Warrants.
In  accordance with  the applicable  public offer  rules, any information shared
with  these individuals  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) and these shareholders
will  tender  their  Shares  on  the  same  terms  and  conditions  as the other
shareholders.
Fully committed financing for the Transaction
The  Offer values  RoodMicrotec at  approximately EUR  28.9 million (on  a fully
diluted  basis, assuming all Warrants are exercised immediately prior to closing
of  the Offer). Microtest has available cash resources and equity commitments in
place  to  finance  the  Offer.  In  this context, Microtest has received equity
commitment  letters from entities  managed, controlled and/or  advised by Xenon,
which  are fully committed. Microtest has no reason to believe that the required
cash  resources  will  not  be  available  or  that any conditions to the equity
financing will not be fulfilled on or prior to settlement of the Offer.
Non-Financial Covenants
RoodMicrotec  and  Microtest  have  agreed  to  certain covenants in respect of,
amongst  others, strategy,  structure and  governance, financing,  employees and
minority  shareholders for a duration of one year in general after settlement of
the  Offer (the  "Non-Financial Covenants"),  including the covenants summarised
below.
Strategy
Microtest  shall support and respect RoodMicrotec's current business strategy as
described  in RoodMicrotec's  annual report  for the  financial year  ending 31
December 2022 (the "Strategy"). RoodMicrotec shall continue to be a state of the
art and one-stop-shop service company for clients in the semiconductor industry,
offering supply chain management, wafer & component testing, and qualification &
failure  analysis for companies in  the application-specific integrated circuits
(ASICs) value chain, a highly valued partner to clients who wish to launch high-
quality semiconductor devices globally and recognised player with a strong brand
name  and market  position. Following  settlement of  the Offer, Microtest shall
work  with  RoodMicrotec  to  grow  the  business  in a manner that reflects the
Strategy  and Microtest  undertakes to  set up  a financial framework, including
sufficient levels of cash, that supports the realisation of the Strategy.
Structure and governance
The current governance structure with a two-tier board will be maintained. After
successful  completion  of  the  Offer,  the  current  members  of  the Board of
Management,  Mr.  Martin  Sallenhag  (CEO)  and  Mr.  Arvid  Ladega (CFO), shall
continue  to serve  as members  of the  Management Board,  with Mr.  Luca Civita
joining the Board of Management as Chief Integration Officer.
It  is  envisaged  that,  immediately  following  settlement  of  the Offer, the
Supervisory Board will be composed of: (i) three members nominated by Microtest,
Mr.  Giuseppe Amelio, Mr. Franco Prestigiacomo  and Mr. Stefano Calabrò and (ii)
Mr.  Ruud  van  der  Linden  (chair)  and  Mr.  Marc Verstraeten, both (who will
continue  to serve  on the  Supervisory Board  as "Independent SB Members"). The
affirmative  vote  of  the  two  independent  Supervisory Board members shall be
required  in respect of any new  Management Board appointments or of replacement
of  Messrs. Sallenhag, Ladega and Civita. The two Independent SB Members will be
tasked   in   particular  with  monitoring  compliance  with  the  Non-Financial
Covenants,  and any deviation from the  Non-Financial Covenants will require the
approval  of the  Supervisory Board,  including the  affirmative vote of the two
Independent SB Members.
Microtest shall not break up the RoodMicrotec Group or its business units, other
than  by way  of a  strategic reorganisation  or re-grouping  of its activities.
Microtest does not intend to pursue any divestments (other than the Post-Closing
Restructuring).  RoodMicrotec  or  its  legal  successor,  together  with  their
respective  subsidiaries, will have their own operating and reporting structure.
The  management of RoodMicrotec  or its legal  successor remains responsible for
managing  the RoodMicrotec Group and its businesses, subject to applicable rules
and  regulations. RoodMicrotec's Dutch  finance function shall  be maintained in
the Deventer area. The operations in Nördlingen and Stuttgart, Germany, shall be
maintained  and Microtest is  committed to further  grow the operations at these
locations.  The major brand and  product names of the  RoodMicrotec Group in all
relevant  markets  and  the  name  of  RoodMicrotec  and  the RoodMicrotec Group
companies  shall remain  unchanged. The  RoodMicrotec Group  shall be allowed to
maintain its corporate identity, values and culture.
Financing
Microtest  shall  procure  that  the  RoodMicrotec  Group  will remain prudently
capitalised  and  financed  to  safeguard  the  continuity of the business, also
taking into account any dividends paid out, and the execution of the Strategy.
Employees
The existing rights and benefits of the employees of the RoodMicrotec Group will
be  respected, as  will the  RoodMicrotec Group's  current employee consultation
structure and existing arrangements with any employee representative body within
the  RoodMicrotec Group. No reduction of the workforce of the RoodMicrotec Group
is envisaged as a direct consequence of the Transaction or completion thereof.
Commencement conditions and Offer conditions
Pursuant  to the Merger Agreement,  the commencement of the  Offer is subject to
the  satisfaction or waiver of  the following commencement conditions, customary
for a transaction of this kind:
  * no material breach of the Merger Agreement having occurred that has not been
    timely remedied;
  * no amendment or withdrawal of the Recommendation having occurred;
  * no material adverse effect having occurred since the date of the Merger
    Agreement;
  * no Superior Offer (as defined below) having been announced or made;
  * no mandatory offer pursuant to article 5:70 of the Dutch Financial
    Supervision Act (Wet op het financieel toezicht; "DFSA") for all the issued
    Shares with a consideration that is at least equal to the Offer Price having
    been announced or made;
  * the AFM having approved the Offer Memorandum;
  * no order, stay, judgment or decree having been issued by any regulatory
    authority that remains in full force and effect, and no regulatory authority
    has enacted any law, statute, rule, regulation, governmental order or
    injunction (any of the foregoing, a "Governmental or Court Order"), which in
    each case restraints or prohibits the making of the Offer in any material
    respect;
  * no notification having been received from the AFM stating that the Offer has
    been prepared or announced in violation of the provisions of chapter 5.5 of
    the DFSA or the Decree and that, pursuant to Section 5:80 paragraph 2 of the
    DFSA, investment firms will not be allowed to cooperate with the Offer; and
  * trading in the Shares on Euronext Amsterdam not having been suspended or
    ended by Euronext Amsterdam.
Pursuant to the Merger Agreement, if and when made, the Offer will be subject to
the  satisfaction or waiver  of the following  Offer conditions, customary for a
transaction of this kind:
  * minimum acceptance level of at least 95% of RoodMicrotec's issued and
    outstanding ordinary share capital (geplaatst en uitstaand gewoon
    aandelenkapitaal) as the closing of the Offer, which percentage will be
    automatically adjusted to 80% if the General Meeting has adopted the
    Resolutions relating to the Post-Closing Restructuring and such Resolutions
    are in full force and effect on the closing date;
  * no material breach of the Merger Agreement having occurred that has not been
    timely remedied;
  * no amendment or withdrawal of the Recommendation having occurred;
  * no material adverse effect having occurred since the date of the Merger
    Agreement;
  * no Superior Offer having been announced or made;
  * no mandatory offer pursuant to article 5:70 DFSA for all the issued Shares
    with a consideration that is at least equal to the Offer Price having been
    announced or made;
  * no Governmental or Court Order being in effect that restraints or prohibits
    the consummation of the Transaction in any material respect;
  * no notification having been received from the AFM stating that the Offer has
    been prepared, announced or made in violation of the provisions of chapter
    5.5 of the DFSA or the Decree and that, pursuant to section 5:80 paragraph
    2 of the DFSA, investment firms will not be allowed to cooperate with the
    Offer;
  * trading in the Shares on Euronext Amsterdam not having been suspended or
    ended by Euronext Amsterdam; and
  * the General Meeting having adopted the Resolutions which will be voted on at
    the EGM and the Resolutions being in full force and effect.
The  Offer conditions will have to be satisfied or waived ultimately on 30 April
2024.
Post-Closing Restructuring
Microtest and RoodMicrotec believe that having the RoodMicrotec Group operate in
a  wholly-owned set up without a listing on Euronext Amsterdam is better for the
sustainable success of its business and long-term value creation. This belief is
based, inter alia, on:
  * the fact that having a single shareholder and operating without a public
    listing increases the RoodMicrotec Group's ability to achieve the goals and
    implement the actions of its strategy and reduces the RoodMicrotec Group's
    costs;
  * the ability of RoodMicrotec and Microtest to terminate the listing of the
    Shares from Euronext Amsterdam, and all resulting cost savings therefrom;
  * the ability to achieve an efficient capital structure (both from a tax and
    financing perspective);
  * the ability to implement and focus on achieving long-term strategic goals of
    RoodMicrotec, as opposed to short-term performance driven by periodic
    reporting obligations; and
  * as part of long-term strategic objectives the ability to focus on pursuing
    and supporting (by providing access to equity and debt capital) continued
    buy-and-build acquisition opportunities as and when they arise.
Microtest and RoodMicrotec will seek to procure the delisting of the Shares from
Euronext  Amsterdam, as soon as practicable after the ending of the post-closing
acceptance period of the Offer (the "Post-Closing Acceptance Period").
If,  after the Post-Closing  Acceptance Period, Microtest  holds at least 95% of
the Shares, Microtest will as soon as possible commence a compulsory acquisition
procedure or a takeover buy-out procedure to obtain 100% of the Shares.
If, after the Post-Closing Acceptance Period, Microtest holds less than 95%, but
at  least 80% of the Shares, Microtest intends to acquire the entire business of
the RoodMicrotec Group for an amount equal to the Offer Price, pursuant to:
  * a legal triangular merger of the RoodMicrotec Group into a newly
    incorporated wholly-owned indirect subsidiary of RoodMicrotec ("Company
    Sub"), with a newly incorporated wholly-owned direct subsidiary of
    RoodMicrotec ("Company Holdco", the sole shareholder of Company Sub)
    allotting shares to holders of the Shares in a 1:1 exchange ratio and upon
    which RoodMicrotec will cease to exist and the Shares' admission to listing
    and trading on Euronext Amsterdam will terminate (the "Triangular Merger");
  * a subsequent share sale pursuant to which Company Holdco will sell and
    transfer the outstanding Company Sub share(s) to Microtest (the "Share
    Sale"); and
  * a subsequent dissolution and liquidation of Company Holdco (the
    "Liquidation" and, together with the Triangular Merger and the Share Sale,
    the "Post-Closing Restructuring").
Microtest will, with the cooperation of RoodMicrotec, ensure that the liquidator
of  Company  Holdco  arranges  for  an  advance  liquidation distribution to the
shareholders  of Company Holdco, which is intended to take place on or about the
date  of the closing  of the Share  Sale and will  result in a payment per share
equal  to the Offer Price, without  any interest and less applicable withholding
taxes  or other taxes. The Post-Closing Restructuring is subject to the approval
of the General Meeting, which will be sought at the EGM.
If,  after the Post-Closing Acceptance Period,  Microtest holds less than 95% of
the  Shares, Microtest may effect or cause to effect other restructurings of the
RoodMicrotec  Group for the purpose of  achieving an optimal operational, legal,
financial  or fiscal structure,  all in accordance  with applicable laws and the
terms of the Merger Agreement.
Exclusivity and Superior Offer
As  part  of  the  Merger  Agreement,  RoodMicrotec  has  entered into customary
undertakings  not  to  solicit  third  party  offers. If the RoodMicrotec Boards
determine  that RoodMicrotec has received from a bona fide third party a written
and binding unsolicited proposal relating to a public offer for all Shares (on a
fully  diluted basis, assuming all  Warrants are exercised), a  sale of all or a
substantial  part of  the assets  or business  of the  RoodMicrotec Group or any
other  transaction that could result  in a change of  control of RoodMicrotec or
all  or a  substantial part  of the  RoodMicrotec Group's  business or otherwise
prevent  the Transaction from being consummated, which in the good faith opinion
of  the RoodMicrotec  Boards is  on balance  more beneficial to the RoodMicrotec
Group  and the sustainable success of its  business than the Transaction and the
consideration of which exceeds the Offer Price as included in this press release
by  at least  EUR 0.04 (a  "Superior Offer"),  RoodMicrotec will promptly notify
Microtest  in writing  thereof. In  such case,  Microtest has the opportunity to
match  such Superior Offer within ten business days. If Microtest timely submits
to  RoodMicrotec  a  revised  offer  in  writing  that  the  RoodMicrotec Boards
determine to be, on balance, at least equally beneficial to RoodMicrotec and the
sustainable  success of is business as the Superior Offer, RoodMicrotec will not
accept  the Superior Offer  and Microtest and  RoodMicrotec will remain bound to
the  Merger Agreement. If Microtest does not  timely match the Superior Offer or
informs  RoodMicrotec  that  it  does  not  wish  to  match  the Superior Offer,
RoodMicrotec will be entitled to (conditionally) agree to the Superior Offer, in
which  case  each  of  Microtest  and  RoodMicrotec  may  terminate  the  Merger
Agreement.
Termination
If  the Merger Agreement is terminated by Microtest because (i) RoodMicrotec has
agreed  to a Superior Offer  or (ii) the Boards  have amended or withdrawn their
Recommendation,  or  (iii)  RoodMicrotec  has  materially  breached  the  Merger
Agreement  and  such  breach  is  incapable  of  being  remedied or has not been
remedied, RoodMicrotec shall pay Microtest an amount of EUR 600,000.
If  the Merger Agreement is terminated by RoodMicrotec because (i) Microtest has
materially  breached the Merger Agreement and  such breach is incapable of being
remedied or has not been remedied, or (ii) all commencement conditions have been
satisfied  or waived and  Microtest has failed  to timely make  the Offer or all
Offer conditions having been satisfied or waived and the settlement of the Offer
not having occurred timely, Microtest shall pay RoodMicrotec an amount of EUR 1
million.
These  rights to  payment are  without prejudice  to the  right of  Microtest or
RoodMicrotec to demand specific performance of the Merger Agreement.
Timing and Next Steps
Microtest  will  launch  the  Offer  as  soon  as  practically  possible  and in
accordance  with the applicable statutory  timetable, subject to satisfaction or
waiver  of the pre-offer conditions. Microtest will  submit a first draft of the
Offer Memorandum to the AFM as soon as practicable. The Offer Memorandum will be
published shortly after approval, which is expected to occur in Q3 2023, subject
to satisfaction or waiver of the commencement conditions.
RoodMicrotec  will hold  the EGM  at least  six business  days before  the Offer
period ends, in accordance with section 18, paragraph 1 of the Decree, to inform
its  shareholders about the Transaction and  to adopt the Resolutions (including
with respect to the Post-Closing Restructuring).
Based on the required steps and subject to the necessary approvals, RoodMicrotec
and Microtest anticipate that the Offer will close in Q4 2023.
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,  a leading mid-cap private equity
fund with 33+ years of experience and 175+ investments.
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 the
design  and  production  of  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  defense  and  medical  devices.  Few  years later Microtest
broadened  its scope by offering also "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 has
reached  more than 30 million  in revenues in  2022, with an Ebitda margin above
38%. Microtest  commercial network and  customer service is  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 and Microtest 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 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 and
Microtest  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
and/or Microtest's press releases and public filings.
Neither  RoodMicrotec  nor  Microtest,  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 and Microtest
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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