GNW-Adhoc: ADDITIONAL ROODMICROTEC WARRANT HOLDER GIVES IRREVOCABLE COMMITMENT TO SELL AND ASSIGN ITS WARRANTS UNDER THE OFFER BY MICROTEST ANNOUNCED ON 13 J...

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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

(as defined below), pursuant to the provisions of Section 4 Paragraph 3 and

Section 5 Paragraphs 4 and 5 of the Dutch Decree on Public Takeover Bids

(Besluit openbare biedingen Wft, the "Decree") in connection with the announced

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. Any offer will be made only by

means of an offer memorandum (the "Offer Memorandum") 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.

ADDITIONAL ROODMICROTEC WARRANT HOLDER GIVES IRREVOCABLE COMMITMENT TO SELL AND

ASSIGN ITS WARRANTS UNDER THE OFFER BY MICROTEST ANNOUNCED ON 13 JUNE 2023

Highlights

* Microtest has reached agreement with one additional holder of warrants

issued by RoodMicrotec (the "Warrants") in relation to its irrevocable

commitment to sell and assign its Warrants to Microtest, meaning that all

Warrant holders have now signed irrevocable undertakings with respect to

their Warrants

* This Warrant holder holds 300,000 Warrants, representing approximately 0.4%

of the outstanding Shares on a fully diluted basis

* In total, 30.9% of the Shares are now committed under the Offer on a fully

diluted basis

Vicopisano, Italy / Deventer, the Netherlands, 10 August 2023

Reference is made to the joint press releases by Microtest and RoodMicrotec

dated 13 June 2023, 6 July 2023 and 31 July 2023 in respect of the announced

recommended all-cash public offer envisaged to be made by Microtest at an offer

price of EUR 0.35 in cash per share (the "Offer Price") in the capital of

RoodMicrotec (the "Shares" and each a "Share").

As set out in the press releases by Microtest and RoodMicrotec dated 13 June

2023 and 31 July 2023, several of RoodMicrotec's substantial shareholders and

Warrant holders have previously undertaken to (i) support the Offer and tender

their Shares or, (ii) subject to the Offer being declared unconditional, either

(a) sell and assign the Warrants held by them to Microtest or (b) exercise their

Warrants and tender the Shares to be issued pursuant to the exercise of the

Warrants under the Offer.

Today, Microtest and RoodMicrotec jointly announce the entering into of an

irrevocable undertaking with one additional RoodMicrotec Warrant holder. As of

the date of this press release, all Warrant holders have entered into

irrevocable undertakings in relation to their Warrants.

Pursuant to the irrevocable undertaking entered into by this Warrant holder, it

will sell and assign its Warrants to Microtest for an amount in cash equal to

(i) the number of Warrants acquired by the Offeror multiplied by (ii) the Offer

Price minus EUR 0.15 per Warrant. As per today, the relevant Warrant holder

holds 300,000 Warrants, representing approximately 0.4% of the outstanding

Shares on a Fully Diluted Basis.

The irrevocable undertaking contains certain customary undertakings and

conditions, which are equal to the undertakings and conditions previously agreed

with Warrant holders 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 Warrant holder 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 Warrant holder on the other

hand, do not hold shares in each other's capital.

Together with the irrevocable undertakings already referred to in the press

releases by Microtest and RoodMicrotec dated 13 June 2023 and 31 July 2023, all

irrevocable undertakings that have now been obtained by Microtest represent in

total approximately 30.9% 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). This includes the total number of 7,485,000 Warrants issued by

RoodMicrotec, representing approximately 9.1% of the outstanding Shares on a

fully diluted basis.

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

+31 6 46 11 11 89

clemens@hscomms.nl (mailto:clemens@hscomms.nl)

Advisors

On behalf of Microtest, Rothschild & Co is acting as sole financial advisor and

Linklaters LLP is acting as legal counsel.

AXECO Corporate Finance B.V. is acting as RoodMicrotec's sole financial advisor

and Bird & Bird (Netherlands) LLP is acting as RoodMicrotec's legal counsel.

About RoodMicrotec

With more than 50 years of experience in the semiconductor and electronics

industry, RoodMicrotec is a leading independent company for semiconductor supply

and quality services. RoodMicrotec is a highly valued partner for many companies

worldwide and offers specifically tailored turnkey solutions for each single

customer's requirements. The turnkey services include project management, wafer

test, assembly, final test, qualification, failure analysis, and logistics. All

services provided by RoodMicrotec meet the high quality standards of the

automotive, industrial, healthcare, and high reliability aerospace sectors.

RoodMicrotec is headquartered in Deventer, Netherlands, with operational units

in Nördlingen and Stuttgart, Germany.

For more information, please visit https://www.roodmicrotec.com.

About Microtest

Microtest is a well-reputed player both in designing and manufacturing automated

test equipment and in providing testing services. It is 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

("Xenon"), a leading mid-cap private equity fund with 33+ years of experience

and 175+ investments.

The current CEOs, Mr. Giuseppe Amelio and Mr. Moreno Lupi, have been leading

Microtest since its foundation in 1999 in Altopascio (Lucca). Over time,

Microtest has become a technological partner of some of the world's leading

microchip manufacturers, skilled in developing innovative solutions, thanks to a

solid engineering team and good production flexibility. In 2004, Microtest

started designing and producing Automatic Test Equipment (the systems used in

the semiconductor industry for electronic components and wafter testing) for

several applications such as avionics and cars' electronic modules, radar and

wireless communications for defence and medical devices. A few years later,

Microtest broadened its scope by also offering "test house" services,

furthermore enhanced with a direct presence in the Far East following the

opening of a subsidiary in Malaysia in 2018. In April 2022, Xenon Private Equity

acquired a majority stake in Microtest, spurring its international expansion

strategy. Microtest reached more than 30 million in revenues in 2022, with an

Ebitda margin above 38%. Microtest commercial network and customer service are

spread over the US, Europe, and Asia. In 2023 Microtest acquired Test Inspire, a

highly innovative Dutch company focused on Automatic Testing Equipment.

For more information, please visit https://www.microtest.net.

Disclaimer

This is a joint press release by RoodMicrotec and Microtest pursuant to the

provisions of Section 4 Paragraphs 1 and 3, Section 5 Paragraph 1 and Section 7

Paragraph 4 of the Decree and contains inside information within the meaning of

Article 7(1) of the EU Market Abuse Regulation. The information in this press

release is not intended to be complete. This press release is for information

purposes only and does not constitute an offer, or any solicitation of any

offer, to buy or subscribe for any securities.

The distribution of this press release may, in some countries, be restricted by

law or regulation. Accordingly, persons who come into possession of this

document should inform themselves of and observe these restrictions. To the

fullest extent permitted by applicable law, RoodMicrotec, Microtest and Xenon

disclaim any responsibility or liability for the violation of any such

restrictions by any person. Any failure to comply with these restrictions may

constitute a violation of the securities laws of that jurisdiction. Neither

RoodMicrotec, Microtest nor Xenon, nor any of their respective advisors, assumes

any responsibility for any violation of any of these restrictions. Any

RoodMicrotec shareholder who is in any doubt as to his or her position should

consult an appropriate professional advisor without delay. This announcement is

not to be published or distributed in or to the United States, Canada or Japan.

The information in the press release is not intended to be complete. This

announcement is for information purposes only and does not constitute an offer

or an invitation to acquire or dispose of any securities or investment advice or

an inducement to enter into investment activity. This announcement does not

constitute an offer to sell or the solicitation of an offer to buy or acquire

the securities of RoodMicrotec in any jurisdiction.

Forward Looking Statements

Certain statements in this press release may be considered "forward-looking

statements," such as statements relating to the impact of this Offer on

RoodMicrotec and Microtest and the targeted timeline for the Offer. Forward-

looking statements include those preceded by, followed by or that include the

words "anticipated," "expected" or similar expressions. These forward-looking

statements speak only as of the date of this release. Although RoodMicrotec,

Microtest and Xenon believe that the assumptions upon which their respective

financial information and their respective forward-looking statements are based

are reasonable, they can give no assurance that these forward-looking statements

will prove to be correct. Forward-looking statements are subject to risks,

uncertainties and other factors that could cause actual results to differ

materially from historical experience or from future results expressed or

implied by such forward-looking statements. Potential risks and uncertainties

include, but are not limited to, receipt of regulatory approvals without

unexpected delays or conditions, Microtest's ability to successfully operate

RoodMicrotec without disruption to its other business activities, Microtest's

ability to achieve the anticipated results from the acquisition of RoodMicrotec,

the effects of competition, economic conditions in the global markets in which

RoodMicrotec operates, and other factors that can be found in RoodMicrotec's,

Microtest's and/or Xenon's press releases and public filings.

Neither RoodMicrotec, Microtest nor Xenon, nor any of their respective advisors,

accepts any responsibility for any financial information contained in this press

release relating to the business, results of operations or financial condition

of the other or their respective groups. Each of RoodMicrotec, Microtest and

Xenon expressly disclaim any obligation or undertaking to disseminate any

updates or revisions to any forward-looking statements contained herein to

reflect any change in the expectations with regard thereto or any change in

events, conditions or circumstances on which any such statement is based.

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