This is a joint press release by RoodMicrotec N.V. ("RoodMicrotec" and, together with its subsidiaries, the "RoodMicrotec Group") and Microtest S.p.A. ("Microtest"), an entity incorporated under Italian law, controlled by Seven Holding 3 S.à r.l., a wholly owned subsidiary of the private equity fund Xenon (as defined below), pursuant to the provisions of Section 4 Paragraph 3 and Section 5 Paragraphs 4 and 5 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree") in connection with the announced recommended public offer by Microtest for all the issued and outstanding ordinary shares in the capital of RoodMicrotec (the "Offer").
This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of an offer memorandum (the "Offer Memorandum") approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) (the "AFM"). This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada and Japan or in any other jurisdiction in which such release, publication or distribution would be unlawful.
ADDITIONAL ROODMICROTEC SHAREHOLDERS GIVE IRREVOCABLE COMMITMENT TO TENDER THEIR SHARES UNDER THE OFFER BY MICROTEST ANNOUNCED ON 13 JUNE 2023
Highlights
Microtest has reached agreement with three additional RoodMicrotec shareholders in relation to their irrevocable commitment to tender all their Shares under the Offer
These shareholders collectively hold 4,700,000 Shares, representing approximately 6.3% of the outstanding Shares
In total, 30.5% of the Shares are now committed under the Offer on a fully diluted basis
Vicopisano, Italy / Deventer, the Netherlands, 31 July 2023
Reference is made to the joint press releases by Microtest and RoodMicrotec dated 13 June 2023 and 6 July 2023 in respect of the announced recommended all-cash public offer envisaged to be made by Microtest at an offer price of EUR 0.35 in cash per share (the “Offer Price”) in the capital of RoodMicrotec (the “Shares” and each a “Share”).
As set out in the press release by Microtest and RoodMicrotec dated 13 June 2023, several of RoodMicrotec’s substantial shareholders and warrant holders have previously undertaken to (i) support the Offer and tender their Shares or, (ii) subject to the Offer being declared unconditional, either (a) assign the warrants issued by RoodMicrotec (the “Warrants”) held by them to Microtest or (b) exercise their Warrants and tender the Shares to be issued pursuant to the exercise of the Warrants under the Offer.
Today, Microtest and RoodMicrotec jointly announce the entering into of irrevocable undertakings with three additional RoodMicrotec shareholders.
Pursuant to the irrevocable undertakings entered into by each of these shareholders individually, these shareholders will:
a) tender their Shares under the Offer, if and when made. They will do so on the terms and conditions of the Offer, as to be described in the Offer Memorandum that is to be published in connection with the Offer, including the Offer Price. As per today, the relevant shareholders collectively hold 4,700,000 Shares, representing approximately 6.3% of the outstanding Shares; and
b) vote in favour of the resolutions related to the Offer to be voted on at the extraordinary general meeting of RoodMicrotec to be held in connection with the Offer.
The irrevocable undertakings contain certain customary undertakings and conditions, which are equal to the undertakings and conditions previously agreed with the shareholders that have signed irrevocable undertakings prior to the initial announcement of the Offer on 13 June 2023, as described in the press release by Microtest and RoodMicrotec published on that same day.
In accordance with the applicable public offer rules, any information shared with the relevant shareholders about the Offer shall, if not published prior to the Offer Memorandum being made generally available, be included in the Offer Memorandum in respect of the Offer (if and when issued). At the date of this press release Microtest on the one hand and the relevant RoodMicrotec shareholders on the other hand, do not hold shares in each other’s capital.
Together with the irrevocable undertakings already referred to in the press release by Microtest and RoodMicrotec dated 13 June 2023, all irrevocable undertakings that have now been obtained by Microtest represent in total approximately 30.5% of the Shares as per closing of the Offer (on a fully diluted basis, assuming all Warrants are exercised immediately prior to closing of the Offer).
Settlement Agent
Attn: Corporate Broking (HQ7212)
ABN AMRO Bank N.V.
Gustav Mahlerlaan 10
1082 PP Amsterdam
The Netherlands
For more information:
Huijskens Sassen Communications
Clemens Sassen
+31 6 46 11 11 89
clemens@hscomms.nl
