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.
- 2023 06 13_Initial Announcement_Public offer for
RoodMicrotec
RoodMicrotec NV (EU:ROOD)
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