MICROTEST ANNOUNCES RESULTS OF THE OFFER FOR ROODMICROTEC AND DECLARES IT UNCONDITIONAL - Seite 2

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.