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
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.
- 2023 07 06_Press release_Update on offer RoodMicrotec
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