ADDITIONAL ROODMICROTEC SHAREHOLDERS GIVE IRREVOCABLE COMMITMENT TO TENDER THEIR SHARES UNDER THE OFFER BY MICROTEST ANNOUNCED ON 13 JUNE 2023 - Seite 2

Today, Microtest and RoodMicrotec jointly announce the entering into of irrevocable undertakings with three additional RoodMicrotec shareholders.

Pursuant to the irrevocable undertakings entered into by each of these shareholders individually, these shareholders will:

a)   tender their Shares under the Offer, if and when made. They will do so on the terms and conditions of the Offer, as to be described in the Offer Memorandum that is to be published in connection with the Offer, including the Offer Price. As per today, the relevant shareholders collectively hold 4,700,000 Shares, representing approximately 6.3% of the outstanding Shares; and

b)   vote in favour of the resolutions related to the Offer to be voted on at the extraordinary general meeting of RoodMicrotec to be held in connection with the Offer.

The irrevocable undertakings contain certain customary undertakings and conditions, which are equal to the undertakings and conditions previously agreed with the shareholders 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 shareholders 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 relevant RoodMicrotec shareholders on the other hand, do not hold shares in each other’s capital.

Together with the irrevocable undertakings already referred to in the press release by Microtest and RoodMicrotec dated 13 June 2023, all irrevocable undertakings that have now been obtained by Microtest represent in total approximately 30.5% 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).

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
[phone]
[e-mail]

Advisors

On behalf of Microtest, Rothschild & Co is acting as sole financial advisor and Linklaters LLP is acting as legal counsel.