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 WARRANT HOLDER GIVES IRREVOCABLE COMMITMENT TO SELL AND ASSIGN ITS WARRANTS UNDER THE OFFER BY MICROTEST ANNOUNCED ON 13 JUNE 2023
Highlights
Microtest has reached agreement with one additional holder of warrants issued by RoodMicrotec (the “Warrants”) in relation to its irrevocable commitment to sell and assign its Warrants to Microtest, meaning that all Warrant holders have now signed irrevocable undertakings with respect to their Warrants
This Warrant holder holds 300,000 Warrants, representing approximately 0.4% of the outstanding Shares on a fully diluted basis
In total, 30.9% of the Shares are now committed under the Offer on a fully diluted basis
Vicopisano, Italy / Deventer, the Netherlands, 10 August 2023
Reference is made to the joint press releases by Microtest and RoodMicrotec dated 13 June 2023, 6 July 2023 and 31 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 releases by Microtest and RoodMicrotec dated 13 June 2023 and 31 July 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) sell and assign 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 an irrevocable undertaking with one additional RoodMicrotec Warrant holder. As of the date of this press release, all Warrant holders have entered into irrevocable undertakings in relation to their Warrants.
Pursuant to the irrevocable undertaking entered into by this Warrant holder, it will sell and assign its Warrants to Microtest for an amount in cash equal to (i) the number of Warrants acquired by the Offeror multiplied by (ii) the Offer Price minus EUR 0.15 per Warrant. As per today, the relevant Warrant holder holds 300,000 Warrants, representing approximately 0.4% of the outstanding Shares on a Fully Diluted Basis.
The irrevocable undertaking contains certain customary undertakings and conditions, which are equal to the undertakings and conditions previously agreed with Warrant holders 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 Warrant holder 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 Warrant holder on the other hand, do not hold shares in each other’s capital.
Together with the irrevocable undertakings already referred to in the press releases by Microtest and RoodMicrotec dated 13 June 2023 and 31 July 2023, all irrevocable undertakings that have now been obtained by Microtest represent in total approximately 30.9% 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). This includes the total number of 7,485,000 Warrants issued by RoodMicrotec, representing approximately 9.1% of the outstanding Shares on a fully diluted basis.
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
