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”). 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.

Terms not defined in this press release have the meaning as set forth in the Offer Memorandum.

MICROTEST ANNOUNCES RESULTS OF THE OFFER FOR ROODMICROTEC AND DECLARES IT UNCONDITIONAL

Vicopisano, Italy / Deventer, the Netherlands, 27 October 2023

87.19% of the Shares on a Fully Diluted Basis have been tendered or irrevocably committed to be delivered to Microtest at settlement of the Offer.
All Offer Conditions are now satisfied.
Microtest declares the Offer unconditional.
Settlement of the Offer will take place on 1 November 2023, at which date the Offer Price of EUR 0.35 per Tendered Share will be paid.
Remaining Shares can be tendered during the Post-Acceptance Period, commencing on 30 October 2023 and ending on 10 November 2023.

Tender Results and Offer declared unconditional

Microtest and RoodMicrotec are pleased to announce that, during the Offer Period, which ended today at 17:40 hours CET, 71,981,050 Shares and Warrants have been tendered or irrevocably committed under the Offer, representing approximately 87.19% of the Shares on a Fully Diluted Basis and an aggregate value of EUR 25,193,367.50 at an Offer Price of EUR 0.35 (cum dividend) per Share. Considering that all Offer Conditions have now been satisfied, Microtest declares the Offer unconditional (doet gestand). Microtest accepts all Shares that have been validly tendered (or defectively tendered, provided that such defect has been waived by Microtest) and not validly withdrawn pursuant to the terms of the Offer in accordance with section 4.3.5 of the Offer Memorandum. Microtest has the right to accept any tender of Shares pursuant to the Offer, even if such tender has not been made in compliance with the terms and conditions of the Offer.

As the Offer has now been declared unconditional, the Warrants that were irrevocably committed to Microtest subject to the Offer being declared unconditional will now either (i) be sold, assigned and transferred to Microtest and subsequently exercised by Microtest, or (ii) exercised by the relevant Warrant Holder, who will subsequently tender the Shares acquired as a result of such exercise in the Post-Acceptance Period. Reference is made to section 5.12 (Irrevocable Undertakings) of the Offer Memorandum for additional information.

Settlement

With reference to the Offer Memorandum, 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 will receive the Offer Price in respect of each Tendered Share. Settlement of each Tendered Share and payment of the Offer Price will take place on 1 November 2023.

Microtest cannot guarantee that Shareholders holding Shares through an Admitted Institution will actually receive payment on the Settlement Date from the Admitted Institution with whom they hold their Shares.

To date, no Shares were acquired by Microtest outside the Offer. Accordingly, as a result of Settlement, Microtest will (directly or indirectly) be entitled to 71,981,050 Shares, representing approximately 87.19% of the Shares on a Fully Diluted Basis.

Upon Settlement, the appointment of Mr. Luca Civita as member of the Board of Management, as approved at RoodMicrotec’s EGM held on 19 October 2023, will become effective.

Post-Acceptance Period

Microtest hereby announces that Shareholders who have not tendered their Shares during the Offer Period will have the opportunity to tender their Shares under the same terms and conditions applicable to the Offer, during the Post-Acceptance Period, which will start on 30 October 2023, at 09:00 hours CET, and end on 10 November 2023, at 17:40 hours CET. Please see section 4.8 of the Offer Memorandum for additional information.

Delisting

If, following the settlement of Shares tendered during the Post-Acceptance Period, Microtest has acquired 95% or more of the Shares, it will together with RoodMicrotec seek to procure delisting of the Shares from Euronext Amsterdam as soon as possible in accordance with Applicable Laws. However, if following settlement of the Shares tendered during the Post-Acceptance Period Microtest has not acquired at least 95% of the Shares and it implements the Post-Closing Restructuring, 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.

Buy-Out

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. Reference is made to Section 5.15.2 (Buy-Out) of the Offer Memorandum.

Post-Closing Restructuring

If, after settlement of the Shares tendered during the Post-Acceptance Period, Microtest holds less than 95% of the Shares, Microtest will as soon as possible after such settlement implement the Post-Closing Restructuring, as approved at RoodMicrotec’s EGM held on 19 October 2023. Reference is made to Section 5.15.3 (Post-Closing Restructuring) of the Offer Memorandum.

Further implications of declaring the Offer unconditional

Shareholders considering not tendering their Shares under the Offer during the Post-Acceptance Period should carefully review the relevant sections of the Offer Memorandum that further explain the intentions of Microtest, such as section 5.14 (Implications of the Offer being declared unconditional) and section 5.15 (Post-Closing Restructurings), which describe certain implications to which such Shareholders will be subject if the Buy-Out or the Post-Closing Restructuring is implemented. Reference is also made specifically to section 9.1.4 (Tax aspects for Shareholders who did not tender their Shares) 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.

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