GNW-Adhoc: ADDITIONAL ROODMICROTEC SHAREHOLDERS GIVE IRREVOCABLE COMMITMENT TO TENDER THEIR SHARES UNDER THE OFFER BY MICROTEST ANNOUNCED ON 13 JUNE 2023

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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 (mailto: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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