Endgültige Ergebnisse des öffentlichen Angebots für RoodMicrotec Microtest wird nach Ablauf der Annahmefrist 95,09% des ausstehenden Aktienkapitals von RoodMicrotec halten - Seite 2

During the Post-Acceptance Period 7,485,000 Shares were issued by RoodMicrotec following the exercise of all Warrants², which were already included in the percentage of Shares and Warrants tendered or irrevocably committed, as announced by Microtest and RoodMicrotec on 27 October 2023. After the exercise of all Warrants, the total number of Shares amounts to 82,561,267.

Settlement Post-Acceptance Period

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 during the Post-Acceptance Period will receive the Offer Price in respect of each Tendered Share. Settlement of the Shares tendered in the Post-Acceptance Period and payment of the Offer Price of will take place on 15 November 2023. Microtest cannot guarantee that Shareholders holding Shares through an Admitted Institution will actually receive payment on that date from the Admitted Institution with whom they hold their Shares.

Buy-Out

Microtest intends to initiate a buy-out procedure (uitkoopprocedure) in accordance with Article 2:92a of the Dutch Civil Code or in accordance with Article 2:359c (uitstootprocedure) of the Dutch Civil Code by the filing of a writ of summons with the Enterprise Chamber (the “Buy-Out”) in order to acquire the remaining Shares not tendered and not held by Microtest or RoodMicrotec in an expeditious manner. Reference is made to Section 5.15.2 (Buy-Out) of the Offer Memorandum.

Delisting

As a result of Microtest holding more than 95% of the Shares, Microtest and RoodMicrotec intend to procure the delisting of the Shares on Euronext Amsterdam as soon as possible under the Applicable Rules. Microtest and RoodMicrotec will request the delisting of the Shares from Euronext Amsterdam shortly. Further details on the delisting will be announced when available. Delisting may further adversely affect the liquidity and market value of any Shares not tendered. Reference is made to Section 5.14.2 (Liquidity and delisting) 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).