GNW-Adhoc: ROODMICROTEC UND MICROTEST EINIGEN SICH AUF EIN EMPFOHLENES ÖFFENTLICHES BARANGEBOT VON 0,35 EUR PRO AKTIE (press release available in English only)
^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.
°
ISIN NL0000440477
AXC0052 2023-06-13/08:05