Microtest S.r.l agreed to acquire RoodMicrotec N.V. (ENXTAM:ROOD) for ?26.27 million on June 13, 2023. The two companies have agreed an offer of ?0.35 per share for 100% of RoodMicrotec. The price represents a premium of about 35.7% to the closing price on June 12. The Supervisory Board and Board of Management unanimously support the offer and recommend shareholders to tender their shares. The transaction is subject to customary conditions and expected to close in the final quarter of 2023. As of July 6, 2023, Microtest and RoodMicrotec making good progress on the preparations for the Offer. As of August 10, 2023, 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. 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. 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. A request for review and approval of the Offer Memorandum in relation to the Offer will be submitted to the AFM during the course of this week. The offer is subject to a minimum acceptance level of 95% of the shares. If Microtest obtains 95% or more of the shares, it will have a right of initiate a compulsory acquisition. As of October 19, 2023, RoodMicrotec N.V. held its Extraordinary General Meeting of Shareholders in relation to the recommended public offer by Microtest S.p.A. for all the issued and outstanding ordinary shares in the capital of RoodMicrotec. All proposed resolutions were adopted. As of October 27, 2023, all conditions pursuant to the transaction have met. The offeror has received valid acceptance for 1,981,050 Shares, representing approximately 87.19% of target, and now announced a post-acceptance period, which will start on October 30, 2023, and end on November 10, 2023.

Rothschild S.p.A. acting as financial advisor where as Linklaters LLP acting as legal advisor to Microtest S.r.l. AXECO Corporate Finance BV acting as financial advisor where as Bird & Bird LLP, Netherlands acting as legal advisor to RoodMicrotec N.V.