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     133  0 Kommentare Final results of the Public Offer for RoodMicrotec - Microtest will hold 95.09% of the outstanding share capital of RoodMicrotec after settlement of post-acceptance period

    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 Private Equity VII SCA SICAV RAIF, pursuant to the provisions of Article 4, paragraph 3 and Article 17 paragraph 4 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the “Decree”) in connection with the all-cash 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. An offer has been made only by means of the offer memorandum dated 31 August 2023 (the “Offer Memorandum”), which has been 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.

    Terms not defined in this press release have the meaning as set forth in the Offer Memorandum.

    FINAL RESULTS OF THE PUBLIC OFFER FOR ROODMICROTEC

    MICROTEST WILL HOLD 95.09% OF THE OUTSTANDING SHARE CAPITAL OF ROODMICROTEC AFTER SETTLEMENT OF
    POST-ACCEPTANCE PERIOD

    Vicopisano, Italy / Deventer, the Netherlands, 13 November 2023

    • Microtest will hold 95.09% of the Shares after settlement of the Post-Acceptance Period.
    • Settlement of the Shares tendered during the Post-Acceptance Period will take place on
      15 November 2023.
    • Microtest intends to initiate the buy-out proceedings (uitkoopprocedure) as soon as possible and will seek delisting as soon as possible.

    Results of Post-Acceptance Period

    Microtest and RoodMicrotec are pleased to announce that, during the two-week Post-Acceptance Period, which has ended Friday 10 November 2023 at 17:40 hours CET, 6,525,359 additional Shares have been tendered, representing approximately 7.90% of the Shares.1

    The additional Shares tendered in the Post-Acceptance Period, together with the 71,981,050 Shares and Warrants tendered or irrevocably committed during the Offer Period, in total represent 95.09% of the Shares and an aggregate value of EUR 27,477,243.15 at an Offer Price of EUR 0.35 (cum dividend) per Share.

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    Final results of the Public Offer for RoodMicrotec - Microtest will hold 95.09% of the outstanding share capital of RoodMicrotec after settlement of post-acceptance period 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 …