RECOMMENDED ALL-CASH PUBLIC OFFER BY MICROTEST S.P.A. FOR ALL
ISSUED AND OUTSTANDING SHARES IN THE CAPITAL OF ROODMICROTEC N.V.
LAUNCHED TODAY
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 Article 10
paragraph 3 and Article 18 paragraph 3 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”, 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 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”) and is available as of today. 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.
RECOMMENDED ALL-CASH PUBLIC
OFFER BY MICROTEST S.P.A. FOR ALL
ISSUED AND OUTSTANDING SHARES IN
THE CAPITAL OF ROODMICROTEC N.V.
LAUNCHED TODAY
Vicopisano, Italy / Deventer, the Netherlands,
31 August 2023
With reference to the joint press releases dated
13 June 2023, 6 July 2023, 31 July 2023 and 10 August 2023,
today Microtest and RoodMicrotec jointly announce the publication
of the Offer Memorandum and the Position Statement in relation to
Microtest’s recommended all-cash public offer for all issued and
outstanding ordinary shares in the capital of RoodMicrotec (the
“Shares” and each a “Share”).
Terms not defined in this press release will have the meaning as
set forth in the Offer Memorandum.
Transaction
highlights
- Recommended
all-cash public offer (the “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
(the “Offer Price”).
- The Offer Period
commences on 1 September 2023 at 09:00 hours CEST and ends on 27
October 2023 at 17:40 hours CEST, unless extended (such initial or
postponed date, the “Closing Date”). The Offer is
currently expected to be completed in the fourth quarter of
2023.
- 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% over the volume-weighted
average price per Share over the three, six and twelve calendar
months prior to 12 June 2023, respectively.
- RoodMicrotec’s
Board of Management (raad van bestuur) (the “Board
of Management”) and supervisory board
(raad van commissarissen) (the “Supervisory
Board”, and together with the Board of Management, the
“RoodMicrotec Boards”)
unanimously (i) support the Transaction, (ii) recommend the Offer
for acceptance by the Shareholders and (iii) recommend to the
Shareholders to vote in favour of the resolutions to be proposed at
an extraordinary general meeting convened to discuss the Offer,
which will be held at 14:00 hours CEST on 19 October 2023 at
the Amsterdam Stock Exchange (Euronext), Beursplein 5 in (1012 JW)
Amsterdam, the Netherlands (the “General
Meeting”).
- 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 all Warrant Holders, representing approximately
30.9% of the Shares as at closing of the Offer (on a fully diluted
basis, assuming all Warrants are exercised immediately prior to the
Closing Date and, hence, one Share has been issued for each
outstanding Warrant (“Fully Diluted Basis”)). This
includes the total number of 7,485,000 Warrants issued by
RoodMicrotec, representing approximately 9.1% of the Shares on a
Fully Diluted Basis. Each of these individuals has irrevocably
committed to support and accept the Offer and tender all Shares
held by them (immediately prior to the Closing Date) in the Offer.
Microtest does not hold any Shares at the date of this press
release.
- The Offer is
subject to certain customary conditions, including a minimum
acceptance level of 95% of the Shares on a Fully Diluted Basis, to
be lowered to 80% if the Shareholders adopt the Resolutions
relating to Post-Closing Restructuring at the General Meeting.
- If Microtest
obtains 95% or more of the Shares following the Settlement Date or
the settlement of the Shares tendered during the Post-Acceptance
Period, it will initiate a buy-out procedure (uitkoopprocedure) in
accordance with Article 2:92a of the Dutch Civil Code
(“DCC”) or in accordance with Article 2:359c DCC
(the “Buy-Out”) by the filing of a writ of summons
with the Enterprise Chamber in order to acquire the remaining
Shares not tendered and not held by Microtest or RoodMicrotec.
- If Microtest
obtains between 80% and 95% of the Shares following the settlement
of the Shares tendered during the Post-Acceptance Period, it
intends to implement the Post-Closing Restructuring, if approved at
the General Meeting.
Ruud van der Linden,
Chairman of the Supervisory Board of
RoodMicrotec:
“Today, a next important step has been taken
with the publication of the Offer Memorandum. We are extremely
pleased that, with the unanimous support of the Supervisory Board
and the Board of Management of RoodMicrotec and also supported by
many existing Shareholders and all our Warrant Holders, the
transaction with Microtest has been launched today. The Offer is
welcomed by the Boards of RoodMicrotec as we consider it to be in
the best interests of all RoodMicrotec stakeholders. In our view,
the Offer represents a genuine recognition of RoodMicrotec’s
reputation and expertise in the European semiconductor industry.
The 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, and we are thrilled
to 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:
“We are very excited to be able to take this
next and very important step in the merger process with Microtest.
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. I
am convinced that this is a very good path forward for the
customers and employees of RoodMicrotec since it enables a faster
and stronger growth potential compared to a stand-alone
company.”
Franco Prestigiacomo, Chairman of
Microtest and CEO of Xenon:
“Today marks another step forward towards the
realization of a highly synergistic combination of RoodMicrotec and
Microtest. Following the announcement in June, we are pleased to
see that the offer is supported by many existing Shareholders and
all Warrant Holders. We are also thankful for the support of the
Board of Management and the Supervisory Board in this transaction.
We look forward to working closely with them in further developing
RoodMicrotec and Microtest by driving synergies and creating an
integrated European group specialized in manufacturing ATE, OSAT
and fabless microchips. Together with Microtest’s CEOs, Giuseppe
Amelio and Moreno Lupi, we are highly committed to setting a clear
path for our international expansion strategy, which is only just
beginning. As previously announced, our objective is to maintain
the current RoodMicrotec corporate structure and to integrate the
technologies of both companies better to ensure even better
performance for our customers, which I expect will increase
significantly after the closing of this transaction.”
The Offer
Microtest is making the Offer on the terms and
subject to the conditions and restrictions contained in the Offer
Memorandum. Shareholders tendering their Shares under the Offer
will be paid a cash amount of EUR 0.35 (cum dividend) per Share in
consideration for each Share validly tendered and not withdrawn (or
defectively tendered provided that such defect has been waived by
Microtest) and transferred (geleverd) to Microtest.
The total value of 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 are exercised
immediately prior to the Closing Date) amounts to EUR 28.9 million.
Microtest confirmed in the joint press release dated 13 June 2023
that it has funds readily available to finance the Offer. In this
context, Microtest has received equity commitment letters from its
shareholders, which are fully committed, and has an existing
facility agreement with a pool of Italian financial institutions in
place pursuant to which Microtest has a committed credit line
available for mergers and acquisitions, which it will use to partly
finance the Offer. Further details can be found in section 5.4
(Financing of the Offer) of the Offer Memorandum.
Rationale
for the Offer
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’s
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 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. 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.
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. Moreover, operating without a public
listing will increase the RoodMicrotec Group’s ability to achieve
the goals and implement the actions of its strategy.
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.
Also 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 RoodMicrotec Boards
consider the Transaction to be in the best interest of RoodMicrotec
and to promote the sustainable success of its business, taking into
account the interests of all its stakeholders.
Accordingly, the RoodMicrotec Boards have
unanimously resolved to support the Transaction, recommend the
Offer for acceptance by the Shareholders and recommend to the
Shareholders to vote in favour of the Resolutions at the General
Meeting, to be held on 19 October 2023, each in accordance with the
terms and subject to the conditions of the Merger Agreement
(the “Recommendation”). The Recommendation is
included in the Position Statement, which also includes the agenda
for the General Meeting and the explanatory notes thereto and which
has been made available as of today on RoodMicrotec’s corporate
website at https://www.roodmicrotec.com/ and
https://www.roodmicrotec.com/en/investor-relations-en/information-about-the-public-offer-by-microtest-for-roodmicrotec-shares.
Fairness Opinion
AXECO Corporate Finance has issued a fairness
opinion to the RoodMicrotec Boards on 12 June 2023 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 is fair, from a financial point of view, to the
Shareholders, and (ii) the purchase price to be paid in connection
with the Share Sale is fair, from a financial point of view, to
RoodMicrotec Holding. 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, is included as an Annex to the Position
Statement. The opinion of AXECO Corporate Finance has been given to
the RoodMicrotec Boards, and not to the Shareholders. As such, the
fairness opinion does not contain a recommendation to the
Shareholders 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 all Warrant Holders (as
set out in detail in the Offer Memorandum), together representing
approximately 30.9% of the Shares as at closing of the Offer on a
Fully Diluted Basis.
Each of the Shareholders referred to in the
previous paragraph 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 Warrant Holders have, subject
to the Offer being declared unconditional, irrevocably committed to
either (i) assign their Warrants to Microtest or (ii) exercise
their Warrants and tender the Shares to be issued pursuant to the
exercise of the Warrants. A total number of 7,485,000 Warrants were
issued by RoodMicrotec and are irrevocably committed, representing
approximately 9.1% of the Shares on a Fully Diluted Basis.
In accordance with the Merger Rules, any
information shared with these individuals about the Offer has been
included in the Offer Memorandum and the relevant Shareholders,
including Warrant Holders that will exercise their Warrants and
receive newly issued Shares following such exercise, will tender
their Shares on the same terms and conditions as the other
Shareholders.
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 the
Settlement Date (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 ended 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 settlement of the Offer. After the
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 Board of
Management, with Mr. Luca Civita joining the Board of Management as
Chief Integration Officer.
It is envisaged that, between the Settlement
Date and the delisting of RoodMicrotec,
Mr. Giuseppe Amelio, Mr. Franco Prestigiacomo and Mr.
Stefano Calabrò are initially appointed as observers in the
Supervisory Board, with the Supervisory Board otherwise being
composed of Mr. Ruud van der Linden (chair) and Mr. Marc
Verstraeten (who will both continue to serve on the Supervisory
Board as “Independent SB Members”). Consequently,
immediately following the successful delisting of RoodMicrotec, it
is envisaged that 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) the
Independent SB Members. The affirmative vote of the two Independent
SB Members shall be required in respect of any new Board of
Management appointments or of replacement of Messrs. Sallenhag,
Ladega and Civita for the duration of the Non-Financial Covenants.
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.
Offer conditions
The Offer is subject to the satisfaction or
waiver of the following Offer Conditions, customary for a
transaction of this kind:
- minimum
acceptance level under which the number of Tendered and Committed
Securities must represent at least 95% of the Shares on a Fully
Diluted Basis as at the Closing Date, 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 restrains 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 General Meeting and the Resolutions being in full force and
effect.
The Offer conditions will have to be satisfied
or waived ultimately on 30 April 2024.
General Meeting
In accordance with Article 18, paragraph 1 of
the Decree, RoodMicrotec has convened the General Meeting, in which
meeting the Offer will also be discussed, recommended to the
Shareholders for acceptance and the Shareholders will be requested
to vote in favour of the Resolutions. The General Meeting shall be
held at 14:00 hours CEST on 19 October 2023 at the Amsterdam Stock
Exchange (Euronext) at Beursplein 5 in (1012 JW) Amsterdam, the
Netherlands. Separate convocation materials have been made
available on RoodMicrotec’s corporate website:
https://www.roodmicrotec.com and
https://www.roodmicrotec.com/en/investor-relations-en/annual-general-meeting.
The information for Shareholders as required
pursuant to Article 18, paragraph 2 of the Decree, is included in
the Position Statement, which also includes the agenda for the
General Meeting and the explanatory notes thereto and which has
been made available as of today on RoodMicrotec’s corporate website
at https://www.roodmicrotec.com and
https://www.roodmicrotec.com/en/investor-relations-en/information-about-the-public-offer-by-microtest-for-roodmicrotec-shares.
Indicative timetable
Expected date and
time(All times are CEST) |
|
Event |
|
09:00 hours CEST, 1 September
2023 |
|
Commencement of the Offer Period |
|
14:00 hours CEST, 19 October
2023 |
|
General Meeting, at which meeting, among other matters, the Offer
will be discussed and the Resolutions will be voted on |
|
17:40 hours CEST, 27 October
2023 |
|
Initial Closing Date: deadline for Shareholders wishing to tender
Shares, unless the Offer is extended in accordance with Article 15
of the Decree as described in section 4.6 (Extension) of the Offer
Memorandum |
|
No later than three (3) Business
Days after the Closing Date |
|
Unconditional Date: the date on which Microtest will publicly
announce whether the Offer is declared unconditional (gestand wordt
gedaan) in accordance with Article 16 of the Decree |
|
No later than the third Business
Day after the Unconditional Date |
|
Settlement Date: the date on which, in accordance with the terms
and conditions of the Offer, Microtest will pay the Offer Price for
each Share validly tendered and not withdrawn |
|
No later than the third Business
Days after the Unconditional Date |
|
Post-Acceptance Period: if the Offer is declared unconditional,
Microtest shall announce a Post-Acceptance Period for a period of
two (2) weeks in accordance with Article 17 of the Decree |
|
No later than the third Business
Day after the expiration of the Post-Acceptance Period |
|
Settlement of the Shares tendered during the Post-Acceptance
Period: the date on which, in accordance with the terms and
conditions of the Offer, Microtest will pay the Offer Price for
each Share tendered during the Post-Acceptance Period |
|
Offer Period
The Offer Period begins at 09:00 hours CEST on 1
September 2023 and ends, subject to extension in accordance with
section 4.6 (Extension) of the Offer Memorandum, at 17:40 hours
CEST on 27 October 2023.
Shares tendered on or prior to the Initial
Closing Date may not be withdrawn, subject to the right of
withdrawal of any tender of Shares in accordance with the
provisions of Article 5b, paragraph 5, Article 15, paragraphs 3 and
8 and Article 15a paragraph 3 of the Decree and in accordance with
the procedures set forth in section 4.3.5 (Withdrawal rights) of
the Offer Memorandum.
Acceptance by
Shareholders
The tender of any Share by a Shareholder
constitutes an acceptance of the Offer by such Shareholder. If in
doubt, holders of Shares should contact the Settlement Agent at the
contact details included in section 2.6 (Contact details) of the
Offer Memorandum.
Shareholders who hold their Shares through an
institution admitted to Euronext Amsterdam (aangesloten instelling)
(an “Admitted Institution”) are requested to make
their acceptance known through their custodian, bank or stockbroker
no later than 17:40 hours CEST, on the initial Closing Date, being
17:40 hours CEST on 27 October 2023, unless the Offer Period is
extended in accordance with section 4.6 (Extension) of the Offer
Memorandum. Custodians, banks or stockbrokers may set an earlier
deadline for communication by Shareholders in order to permit the
custodian, bank or stockbroker to communicate its acceptances to
the Settlement Agent in a timely manner. Accordingly, Shareholders
holding Shares through a financial intermediary should comply with
the dates communicated by such financial intermediary, as such
dates may differ from the dates and times noted in the Offer
Memorandum.
Admitted Institutions may tender Shares for
acceptance only to the Settlement Agent and only in writing. The
Admitted Institutions are requested to tender the Shares via
Euroclear Nederland (via Swift message MT565). In submitting an
acceptance, the Admitted Institutions are required to submit a
statement to the Settlement Agent containing the name and the
number of Shares for all instances in which Shareholders tender
more than 100,000 Shares. In submitting the acceptance, Admitted
Institutions are required to declare that (i) they have the
tendered Shares in their administration, (ii) each Shareholder
who accepts the Offer irrevocably represents and warrants that (a)
the Tendered Shares are being tendered in compliance with the
restrictions set out in sections 1 (Restrictions) and 2
(Important Information) of the Offer Memorandum and (b) it is not
the subject or target, directly or indirectly, of any economic or
financial sanctions administered or enforced by any agency of the
US government, the European Union, any member state thereof, or the
United Nations, other than solely by virtue of its inclusion in, or
ownership by a person included in, the US “Sectoral Sanctions
Identifications (SSI) List” or Annex III, IV, V or VI of Council
Regulation (EU) No. 833/2014 of 31 July 2014, as amended, and (iii)
they undertake to transfer these Tendered Shares to Microtest prior
to or ultimately on the Settlement Date, provided that the Offer
has been declared unconditional (gestand wordt gedaan).
In case of failure to deliver any Tendered
Shares on the Settlement Date, a penalty of 10% of the Offer Price
per Tendered Share will be charged by the Settlement Agent for
every non-delivered Tendered Share to the relevant Admitted
Institution.
Although under normal circumstances the Admitted
Institutions ensure that the Shares are transferred (geleverd) to
Microtest, if so instructed by Shareholder, each Shareholder will
be responsible for transfer (levering) of its Shares to
Microtest.
Subject to Article 5b, paragraph 5, Article 15,
paragraphs 3 and 8 and Article 15a paragraph 3 of the Decree, the
tendering of Shares in acceptance of the Offer will constitute
irrevocable instructions (i) to block any attempt to transfer
the Shares tendered, so that on or prior to the Settlement Date no
transfer of such Shares may be effected (other than to the
Settlement Agent on or prior to the Settlement Date if the Offer is
declared unconditional (gestand wordt gedaan) and the Shares have
been accepted for purchase), (ii) to debit the securities account
in which such Shares are held on the Settlement Date in respect of
all of the Tendered Shares, against payment by the Settlement Agent
of the Offer Price per Share, and (iii) to effect the transfer
(leveren) of those Tendered Shares to Microtest.
Extension
If one or more of the Offer Conditions set out
in section 5.5 (Offer Conditions, waiver and satisfaction) of the
Offer Memorandum is not satisfied by the initial Closing Date or
waived in accordance with section 5.5.2 (Waiver) of the Offer
Memorandum, Microtest may, in accordance with Article 15, paragraph
1 and paragraph 2 of the Decree and after consultation with
RoodMicrotec, extend the Offer Period once for a minimum period of
two (2) weeks and a maximum period of ten (10) weeks in order to
have such Offer Conditions satisfied or waived. At the date of the
Offer Memorandum, Microtest does not anticipate any such extension.
In the event a third party makes or announces a competing offer for
the Shares prior to the expiry of the Offer Period (whether or not
extended pursuant to Article 15, paragraph 1 and paragraph 2 of the
Decree), Microtest may extend the Offer Period at its own
discretion in accordance with Article 15, paragraph 5 of the
Decree to the end of the offer period of such competing offer.
Further extensions are subject to an exemption from
the AFM.
If Microtest decides to request an exemption
from the AFM it may, subject to receipt of such exemption, extend
the Offer Period until such time as Microtest reasonably believes
is necessary to cause the Offer Conditions to be satisfied, but no
later than the Long Stop Date. If no exemption is granted by the
AFM while not all Offer Conditions have been satisfied before the
end of the extended Offer Period (and if such Offer Condition(s)
has or have not been waived to the extent legally permitted in
accordance with section 5.5.2 (Waiver) of the Offer Memorandum),
the Offer will be terminated as a consequence of such Offer
Condition(s) not having been satisfied or waived on or before the
Unconditional Date.
In the event of any extension, all references in
the Offer Memorandum to 17:40 hours CEST on the Closing Date shall,
unless the context requires otherwise, be changed to the latest
date and time to which the Offer Period has been so extended.
If the Offer Period is extended, so that the
obligation pursuant to Article 16 of the Decree to announce whether
the Offer is declared unconditional is postponed, a public
announcement to that effect will be made ultimately on the third
Business Day following the initial Closing Date in accordance with
the provisions of Article 15, paragraph 1 and paragraph 2 of the
Decree. If Microtest extends the Offer Period, the Offer will
expire on the latest time and date to which Microtest extends the
Offer Period.
During an extension of the Offer Period, any
Shares previously tendered and not withdrawn will remain subject to
the Offer, subject to the right of each Shareholder to withdraw the
Shares he or she has already tendered in accordance with section
4.3.5 (Withdrawal rights) of the Offer Memorandum.
Declaring the Offer
unconditional
The obligation of Microtest to declare the Offer
unconditional is subject to the satisfaction or waiver of the Offer
Conditions. Reference is made to section 5.5 (Offer Conditions,
waiver and satisfaction) of the Offer Memorandum. The Offer
Conditions may be waived, to the extent permitted by Applicable
Laws, as set out in section 5.5.2 (Waiver) of the Offer Memorandum.
If Microtest or RoodMicrotec, or each of Microtest and
RoodMicrotec, as applicable, wholly or partly waive one or more
Offer Conditions according to section 5.5.2 (Waiver) of the Offer
Memorandum, Microtest will inform the Shareholders as required by
the Applicable Laws.
No later than on the Unconditional Date (i.e.
the third Business Day following the Closing Date) Microtest will
determine whether the Offer Conditions have been satisfied or
waived as set out in section 5.5 (Offer Conditions, waiver and
satisfaction) of the Offer Memorandum, to the extent permitted by
Applicable Laws. In addition, Microtest will announce on the
Unconditional Date whether (i) the Offer is declared unconditional,
(ii) the Offer will be extended in accordance with Article 15 of
the Decree, or (iii) the Offer is terminated as a result of the
Offer Conditions set out in section 5.5.1 (Offer Conditions) of the
Offer Memorandum not having been satisfied or waived, all in
accordance with section 5.5.2 (Waiver) of the Offer Memorandum and
section 5.8 (Satisfaction) of the Offer Memorandum, Article 16 of
the Decree and the provisions of the Merger Agreement. In the event
that the Offer is not declared unconditional, Microtest will
explain such decision.
In the event that Microtest announces that the
Offer is declared unconditional (gestand wordt gedaan), Microtest
will accept all Tendered Shares and shall announce a
Post-Acceptance Period (na-aanmeldingstermijn) as set out in
section 4.8 (Post-Acceptance Period) of the Offer Memorandum.
Settlement
In the event that Microtest announces that the
Offer is declared unconditional (gestand wordt gedaan),
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 on or prior to the Closing Date will receive within three (3)
Business Days following the Unconditional Date the Offer Price in
respect of each Tendered Share, as of which moment dissolution or
annulment of a Shareholder’s tender or transfer (levering) shall
not be permitted. Settlement will only take place if the Offer is
declared unconditional (gestand wordt gedaan).
Post-Acceptance Period
In the event that Microtest announces that the
Offer is declared unconditional (gestand wordt gedaan), Microtest
shall, in accordance with Article 17 of the Decree, within three
(3) Business Days after declaring the Offer unconditional, publicly
announce a Post-Acceptance Period (na-aanmeldingstermijn) of two
(2) weeks to enable Shareholders who did not tender their Shares
during the Offer Period to tender their Shares under the same terms
and conditions as the Offer (including the terms and conditions set
out in section 4.3 (Acceptance by Shareholders) of the Offer
Memorandum).
In the Post-Acceptance Period, Shareholders who
hold their Shares through an Admitted Institution are requested to
make their acceptance known through their custodian, bank or
stockbroker no later than 17:40 hours CEST on the last Business Day
of the Post-Acceptance Period. The custodian, bank or stockbroker
may set an earlier deadline for communication by Shareholders in
order to permit the custodian, bank or stockbroker to communicate
its acceptances to the Settlement Agent in a timely manner.
Accordingly, Shareholders holding Shares through a financial
intermediary should comply with the dates communicated by such
financial intermediary, as such dates may differ from the dates and
times noted in the Offer Memorandum.
Microtest will publicly announce the results of
the Post-Acceptance Period and the total amount and total
percentage of Shares held by it in accordance with Article 17,
paragraph 4 of the Decree ultimately on the third Business Day
following the last day of the Post-Acceptance Period. Microtest
shall continue to accept for payment all Shares validly tendered
(or defectively tendered, provided that such defect has been waived
by Microtest) during such Post-Acceptance Period and shall pay for
such Shares as soon as reasonably possible and in any case no later
than on the third Business Day following the last day of the
Post-Acceptance Period.
During the Post-Acceptance Period, Shareholders
have no right to withdraw Shares from the Offer, whether validly
tendered (or defectively tendered, provided that such defect has
been waived by Microtest) during the Offer Period or during the
Post-Acceptance Period.
In the event any Distribution on the Shares is
declared by RoodMicrotec prior to the settlement date of the Shares
tendered in the Post-Acceptance Period whereby the record date for
entitlement to such Distribution is prior to such settlement date,
the Offer Price will be decreased by the full amount of any such
Distribution made by RoodMicrotec in respect of each Share (before
any applicable withholding tax).
Post-Closing
Restructurings -
General
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.
Buy-Out
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-Acceptance Period.
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.
Post-Closing Restructuring
If, after settlement of the Shares tendered
during the Post-Acceptance Period, Microtest holds less than 95%,
but at least 80% of the Shares (excluding, for the avoidance of
doubt, any Shares held by RoodMicrotec or any of its Group
Companies), 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,
RoodMicrotec B.V., with a newly incorporated wholly-owned direct
subsidiary of RoodMicrotec, RoodMicrotec Holding B.V.
(“RoodMicrotec Holding”), the sole shareholder of
RoodMicrotec B.V., 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”)1;
- a subsequent
share sale pursuant to which RoodMicrotec Holding will sell and
transfer the outstanding RoodMicrotec B.V. share(s) to Microtest
(the “Share Sale”); and
- a subsequent
dissolution and liquidation of RoodMicrotec Holding (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 RoodMicrotec Holding
arranges for an advance liquidation distribution to the
shareholders of RoodMicrotec Holding, 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 General
Meeting.
If, after settlement of the Shares tendered
during the Post-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.
Liquidity and delisting
The purchase of Shares by Microtest pursuant to
the Offer will reduce the number of Shareholders, as well as the
number of Shares that might otherwise be traded publicly. As a
result the liquidity and market value of the Shares that were not
tendered under the Offer, or were tendered and validly withdrawn,
may be adversely affected. Microtest does not intend to compensate
for such adverse effect by, for example, setting up a liquidity
mechanism for the Shares that are not tendered following the
Settlement Date and the Post-Acceptance Period.
Should the Offer be declared unconditional,
Microtest and RoodMicrotec intend to procure the delisting of the
Shares on Euronext Amsterdam as soon as possible under Applicable
Laws. This may further adversely affect the liquidity and market
value of any Shares not tendered.
If Microtest acquires 95% or more of the Shares,
it will be able to procure delisting of the Shares from Euronext
Amsterdam in accordance with applicable (policy) rules. However,
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 or any other
measures or procedures set out in section 5.15 (Post Closing
Restructurings) 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.
Offer Memorandum, Position Statement and
further information
Microtest is making the Offer on the terms and
subject to the conditions and restrictions contained in the Offer
Memorandum, which is available as of today. In addition, the
Position Statement is available as of today, containing the
information required by Article 18, paragraph 2 and Annex G of the
Decree in connection with the Offer.
This press release contains selected, condensed
information regarding the Offer and does not replace the Offer
Memorandum and/or the Position Statement. The information in this
press release is not complete and additional information is
contained in the Offer Memorandum and the Position Statement.
Shareholders are advised to review the Offer
Memorandum and the Position Statement in detail and to seek
independent advice where appropriate in order to reach a reasoned
judgment in respect of the Offer and the content of the Offer
Memorandum and the Position Statement. In addition, Shareholders
are urged to consult their tax advisors regarding the tax
consequences of tendering their Shares in the Offer and, in case
Shareholders contemplate not tendering their Shares in the Offer,
the tax consequences of the Buy-Out, the Post-Closing Restructuring
or any Post-Settlement Restructuring.
Digital copies of the Offer Memorandum and the
Position Statement are available on the corporate website of
RoodMicrotec at https://www.roodmicrotec.com/ and
https://www.roodmicrotec.com/en/investor-relations-en/information-about-the-public-offer-by-microtest-for-roodmicrotec-shares,
and a digital copy of the Offer Memorandum is available on the
corporate website of Microtest at https://www.microtest.net. Such
websites do not constitute a part of, and are not incorporated by
reference into, the Offer Memorandum or the Position Statement.
Copies of the Offer Memorandum are also available free of charge
from the Settlement Agent at the address mentioned below upon
request.
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, 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 4 paragraphs 1
and 3, Article 5 paragraph 1 and Article 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.
1
Presently,
RoodMicrotec Holding and RoodMicrotec B.V. are direct subsidiaries
of RoodMicrotec. In the event that the Post-Closing Restructuring
shall be pursued, prior to the Triangular Merger being implemented,
RoodMicrotec shall transfer its shareholding in RoodMicrotec B.V.
to RoodMicrotec Holding as a consequence of which RoodMicrotec
Holding shall become the sole shareholder of RoodMicrotec B.V. (and
RoodMicrotec B.V. will become an indirect instead of a direct
subsidiary of RoodMicrotec).
- 2023 08 31_RoodMicrotec N.V. - joint press release launch
Public Offer Microtest S.p.A.
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