GNW-Adhoc: UPDATE ON INTENDED ALL-CASH PUBLIC OFFER BY MICROTEST FOR ALL ROODMICROTEC SHARES

^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
clemens@hscomms.nl (mailto:clemens@hscomms.nl)
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.
°