ADDITIONAL ROODMICROTEC SHAREHOLDERS GIVE IRREVOCABLE COMMITMENT TO
TENDER THEIR SHARES UNDER THE OFFER BY MICROTEST ANNOUNCED ON 13
JUNE 2023
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 101082 PP AmsterdamThe Netherlands
For more information:
Huijskens Sassen CommunicationsClemens Sassen+31 6
46 11 11 89clemens@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.
- 2023 07 31_Announcement of Irrevocable Undertakings_E
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