MICROTEST ANNOUNCES RESULTS OF THE OFFER FOR ROODMICROTEC AND DECLARES IT UNCONDITIONAL - Seite 3

Buy-Out

If, after settlement of the Shares tendered during the Post-Acceptance Period, Microtest holds at least 95% of the Shares, Microtest will as soon as possible commence the Buy-Out. Reference is made to Section 5.15.2 (Buy-Out) of the Offer Memorandum.

Post-Closing Restructuring

If, after settlement of the Shares tendered during the Post-Acceptance Period, Microtest holds less than 95% of the Shares, Microtest will as soon as possible after such settlement implement the Post-Closing Restructuring, as approved at RoodMicrotec’s EGM held on 19 October 2023. Reference is made to Section 5.15.3 (Post-Closing Restructuring) of the Offer Memorandum.

Further implications of declaring the Offer unconditional

Shareholders considering not tendering their Shares under the Offer during the Post-Acceptance Period should carefully review the relevant sections of the Offer Memorandum that further explain the intentions of Microtest, such as section 5.14 (Implications of the Offer being declared unconditional) and section 5.15 (Post-Closing Restructurings), which describe certain implications to which such Shareholders will be subject if the Buy-Out or the Post-Closing Restructuring is implemented. Reference is also made specifically to section 9.1.4 (Tax aspects for Shareholders who did not tender their Shares) of the Offer Memorandum.

Announcements

Any announcements in relation to the Offer will be issued by means of a press release. Any press release issued by RoodMicrotec will be made available on its corporate website (https://www.roodmicrotec.com/ and https://www.roodmicrotec.com/en/investor-relations-en/information-abou ...). Any press release issued by Microtest will be made available on its corporate website (https://www.microtest.net).

Subject to any applicable requirements of the Merger Rules and without limiting the manner in which Microtest may choose to make any public announcement, Microtest will have no obligation to communicate any public announcement other than as described in the Offer Memorandum.

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.