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     225  0 Kommentare UPDATE ON INTENDED ALL-CASH PUBLIC OFFER BY MICROTEST FOR ALL ROODMICROTEC SHARES

    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 7 Paragraph 1 sub a of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) (the "Decree") in connection with the announced proposed recommended all-cash public offer by Microtest for all the issued and outstanding ordinary shares (the "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"). With reference to the joint press release by RoodMicrotec and Microtest dated 13 June 2023, (i) the commencement of the Offer is subject to the satisfaction or waiver of the commencement conditions and (ii) if and when made, the Offer is subject to the satisfaction or waiver of the offer conditions, all in accordance with the terms of the merger protocol entered into between RoodMicrotec and Microtest. 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.

    UPDATE ON INTENDED ALL-CASH PUBLIC OFFER BY MICROTEST FOR ALL ROODMICROTEC SHARES

    Vicopisano, Italy / Deventer, the Netherlands – 6 July 2023

    Reference is made to the joint press release by Microtest and RoodMicrotec dated 13 June 2023 in respect of the conditional agreement on the Offer at an offer price of EUR 0.35 (cum dividend) per issued and outstanding ordinary share in the capital of RoodMicrotec.

    Microtest and RoodMicrotec hereby provide a joint update on the Offer in accordance with the provisions of Section 7, paragraph 1 sub a of the Decree, which require a public announcement including a status update regarding an intended public offer within four weeks following its initial announcement.

    Microtest and RoodMicrotec confirm that they are making good progress on the preparations for the Offer. A request for review and approval of the Offer Memorandum in relation to the Offer will be submitted to the AFM during the course of this week.

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    UPDATE ON INTENDED ALL-CASH PUBLIC OFFER BY MICROTEST FOR ALL ROODMICROTEC SHARES 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., …

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