GNW-Adhoc: MICROTEST ANNOUNCES RESULTS OF THE OFFER FOR ROODMICROTEC AND DECLARES IT UNCONDITIONAL

    ^ONLY AVAILABLE IN ENGLISH!
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
Private  Equity VII SCA  SICAV RAIF, pursuant  to the provisions  of Article 16
paragraph  1 and  2 and  Article  17 paragraph  1 of  the Dutch Decree on Public
Takeover  Bids (Besluit openbare biedingen Wft, the "Decree") in connection with
the  all-cash  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 the  offer memorandum  dated 31 August 2023 (the  "Offer Memorandum"),
which  has  been  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.
Terms  not defined in  this press release  have the meaning  as set forth in the
Offer Memorandum.
   MICROTEST ANNOUNCES RESULTS OF THE OFFER FOR ROODMICROTEC AND DECLARES IT
                                 UNCONDITIONAL
Vicopisano, Italy / Deventer, the Netherlands, 27 October 2023
  * 87.19% of the Shares on a Fully Diluted Basis have been tendered or
    irrevocably committed to be delivered to Microtest at settlement of the
    Offer.
  * All Offer Conditions are now satisfied.
  * Microtest declares the Offer unconditional.
  * Settlement of the Offer will take place on 1 November 2023, at which date
    the Offer Price of EUR 0.35 per Tendered Share will be paid.
  * Remaining Shares can be tendered during the Post-Acceptance Period,
    commencing on 30 October 2023 and ending on 10 November 2023.
Tender Results and Offer declared unconditional
Microtest  and  RoodMicrotec  are  pleased  to  announce  that, during the Offer
Period,  which ended  today at  17:40 hours CET,  71,981,050 Shares and Warrants
have  been  tendered  or  irrevocably  committed  under  the Offer, representing
approximately  87.19% of the  Shares on  a Fully  Diluted Basis and an aggregate
value  of EUR  25,193,367.50 at an  Offer Price  of EUR  0.35 (cum dividend) per
Share.  Considering that all Offer Conditions have now been satisfied, Microtest
declares  the Offer unconditional  (doet gestand). Microtest  accepts all Shares
that  have been  validly tendered  (or defectively  tendered, provided that such
defect  has been waived by Microtest) and  not validly withdrawn pursuant to the
terms  of the  Offer in  accordance with  section 4.3.5 of the Offer Memorandum.
Microtest  has the right to  accept any tender of  Shares pursuant to the Offer,
even  if  such  tender  has  not  been  made  in  compliance  with the terms and
conditions of the Offer.
As  the  Offer  has  now  been  declared  unconditional,  the Warrants that were
irrevocably   committed  to  Microtest  subject  to  the  Offer  being  declared
unconditional will now either (i) be sold, assigned and transferred to Microtest
and  subsequently  exercised  by  Microtest,  or  (ii) exercised by the relevant
Warrant  Holder, who will subsequently tender the Shares acquired as a result of
such  exercise in the Post-Acceptance Period. Reference is made to section 5.12
(Irrevocable Undertakings) of the Offer Memorandum for additional information.
Settlement
With  reference to the Offer Memorandum,  Shareholders who have validly tendered
(or defectively tendered provided that such defect has been waived by Microtest)
and  transferred (geleverd)  their Shares  for acceptance  pursuant to the Offer
will  receive the Offer Price  in respect of each  Tendered Share. Settlement of
each  Tendered  Share  and  payment  of  the  Offer  Price  will  take  place on
1 November 2023.
Microtest  cannot guarantee that Shareholders holding Shares through an Admitted
Institution  will  actually  receive  payment  on  the  Settlement Date from the
Admitted Institution with whom they hold their Shares.
To date, no Shares were acquired by Microtest outside the Offer. Accordingly, as
a  result of Settlement, Microtest will  (directly or indirectly) be entitled to
71,981,050 Shares,  representing approximately  87.19% of the  Shares on a Fully
Diluted Basis.
Upon  Settlement, the appointment of  Mr. Luca Civita as  member of the Board of
Management,  as  approved  at  RoodMicrotec's  EGM held on 19 October 2023, will
become effective.
Post-Acceptance Period
Microtest  hereby announces that Shareholders who have not tendered their Shares
during  the Offer Period will have the  opportunity to tender their Shares under
the  same  terms  and  conditions  applicable  to  the  Offer,  during the Post-
Acceptance  Period, which will start on 30 October 2023, at 09:00 hours CET, and
end on 10 November 2023, at 17:40 hours CET. Please see section 4.8 of the Offer
Memorandum for additional information.
Delisting
If,  following  the  settlement  of  Shares  tendered during the Post-Acceptance
Period,  Microtest has acquired 95% or more of the Shares, it will together with
RoodMicrotec  seek to procure delisting of the Shares from Euronext Amsterdam as
soon  as  possible  in  accordance  with  Applicable Laws. However, if following
settlement  of the Shares  tendered during the  Post-Acceptance Period Microtest
has  not acquired at least 95% of the  Shares and it implements the Post-Closing
Restructuring,  the  listing  of  the  Shares  on  Euronext  Amsterdam will also
terminate  after a successful  Legal Merger as  set out in section 5.15.3 (Post-
Closing Restructuring) of the Offer Memorandum.
Buy-Out
If,  after settlement of the Shares  tendered during the Post-Acceptance Period,
Microtest  holds at least 95% of the Shares,  Microtest will as soon as possible
commence the Buy-Out. Reference is made to Section 5.15.2 (Buy-Out) of the Offer
Memorandum.
Post-Closing Restructuring
If,  after settlement of the Shares  tendered during the Post-Acceptance Period,
Microtest  holds less than 95% of the Shares, Microtest will as soon as possible
after  such settlement implement the  Post-Closing Restructuring, as approved at
RoodMicrotec's EGM held on 19 October 2023. Reference is made to Section 5.15.3
(Post-Closing Restructuring) of the Offer Memorandum.
Further implications of declaring the Offer unconditional
Shareholders  considering not tendering their Shares  under the Offer during the
Post-Acceptance  Period  should  carefully  review  the relevant sections of the
Offer  Memorandum  that  further  explain  the  intentions of Microtest, such as
section  5.14 (Implications  of  the  Offer  being  declared  unconditional) and
section  5.15 (Post-Closing Restructurings), which describe certain implications
to  which such Shareholders will  be subject if the  Buy-Out or the Post-Closing
Restructuring  is implemented.  Reference is  also made  specifically to section
9.1.4 (Tax  aspects for  Shareholders who  did not  tender their  Shares) of the
Offer Memorandum.
Announcements
Any  announcements in relation to  the Offer will be  issued by means of a press
release.  Any press release issued by RoodMicrotec will be made available on its
corporate           website          (https://www.roodmicrotec.com/          and
https://www.roodmicrotec.com/en/investor-relations-en/information-about-the-
public-offer-by-microtest-for-roodmicrotec-shares).  Any press release issued by
Microtest    will    be    made    available    on    its    corporate   website
(https://www.microtest.net).
Subject  to any applicable requirements of the Merger Rules and without limiting
the  manner  in  which  Microtest  may  choose  to make any public announcement,
Microtest  will have no obligation to  communicate any public announcement other
than as described in the Offer Memorandum.
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,  the 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), Italy. 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 Article  16 paragraph 1 and  2 and Article  17 paragraph 1 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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