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     189  0 Kommentare ADDITIONAL ROODMICROTEC WARRANT HOLDER GIVES IRREVOCABLE COMMITMENT TO SELL AND ASSIGN ITS WARRANTS UNDER THE OFFER BY MICROTEST ANNOUNCED ON 13 JUNE 2023

    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.

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    ADDITIONAL ROODMICROTEC WARRANT HOLDER GIVES IRREVOCABLE COMMITMENT TO SELL AND ASSIGN ITS WARRANTS UNDER THE OFFER BY MICROTEST ANNOUNCED ON 13 JUNE 2023 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 …