GNW-Adhoc: ROODMICROTEC UND MICROTEST EINIGEN SICH AUF EIN EMPFOHLENES ÖFFENTLICHES BARANGEBOT VON 0,35 EUR PRO AKTIE (press release available in English only)

^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 Paragraphs 1 and 3,

Section 5 Paragraph 1 and Section 7 Paragraph 4 of the Dutch Decree on Public

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

the intended recommended public offer by Microtest for all the issued and

outstanding ordinary shares in the capital of RoodMicrotec (the "Offer", and

together with the Post-Closing Restructuring (as defined below), the

"Transaction"). 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.

ROODMICROTEC AND MICROTEST AGREE ON RECOMMENDED ALL-CASH PUBLIC OFFER OF EUR

0.35 PER SHARE

Deventer, the Netherlands, 13 June 2023, RoodMicrotec and Microtest, a well

reputed player both in designing and manufacturing automated test equipment and

in providing testing services, are pleased to announce that a conditional

agreement (the "Merger Agreement") has been reached on a recommended public

offer to be made by Microtest for all of the issued and outstanding ordinary

shares in the capital of RoodMicrotec (each a "Share") for EUR 0.35 in cash per

Share (cum dividend) (the "Offer Price").

Transaction highlights

* RoodMicrotec and Microtest have reached conditional agreement on a

recommended all-cash public offer by Microtest for all issued and

outstanding Shares in the capital of RoodMicrotec at an offer price of EUR

0.35 (cum dividend) per Share in cash.

* The Offer Price represents a premium of approximately 35.7% to

RoodMicrotec's closing price on 12 June 2023 of EUR 0.258 per Share, and a

premium of approximately 49.5%, 54.9% and 61.0% respectively over the

volume-weighted average price per Share over the last three, six and twelve

calendar months, respectively.

* The Offer for 100% of the Shares as at closing of the Offer (on a fully

diluted basis, assuming all of the 7,485,000 outstanding warrants issued by

RoodMicrotec (the "Warrants") are exercised immediately prior to closing of

the Offer) amounts to EUR 28.9 million.

* The Transaction is the culmination of an extensive strategic review

conducted by RoodMicrotec's board of management (the "Board of Management")

and supervisory board (the "Supervisory Board", and together with the Board

of Management, the "RoodMicrotec Boards") and creates a stronger European

player in the fast-growing semiconductor market.

* The RoodMicrotec Boards unanimously and fully support the Transaction and

recommend the Offer for acceptance to the shareholders of RoodMicrotec.

* The Offer is also supported by the members of the Board of Management (in

their capacity as shareholders) and several of RoodMicrotec's large

shareholders and Warrant holders, representing approximately 24.8% of the

Shares as at closing of the Offer (on a fully diluted basis, assuming all

Warrants are exercised immediately prior to closing of the Offer). Each of

these individuals has irrevocably committed to support the Offer and tender

all Shares held by it (immediately prior to closing of the Offer) in the

Offer.

* Microtest has committed financing in place for the entire Transaction

providing certainty of funds and high deal certainty.

* A first draft of the Offer Memorandum is expected to be submitted to the AFM

in July 2023.

* The Offer is subject to certain customary conditions and is expected to

complete in Q4 2023.

Ruud van der Linden, chairman of the Supervisory Board of RoodMicrotec:

"The Supervisory Board of RoodMicrotec unanimously supports the transaction and

is delighted with the announcement today of the merger of RoodMicrotec with the

Italian company Microtest. We strongly believe that the merger is a win-win for

all the stakeholders of both RoodMicrotec and Microtest. This transaction is

fully in line with the strategy we pursued with RoodMicrotec for the last couple

of years, to aim for autonomous growth while at the same time explore the

semiconductor industry market and look for a significant larger ecosystem to

join, supporting the future growth of RoodMicrotec. We believe that we have

found that ecosystem in a merger with Microtest, an entity that is backboned by

Xenon with the strategy to invest in growth of such a larger ecosystem."

Martin Sallenhag, CEO of RoodMicrotec:

"RoodMicrotec has achieved a lot during the last years where we have added new

customers, extended engagements with present customers, increased revenue and

cleared up the balance sheet. We are now very well positioned for the next step

in building a larger and more efficient company. To be able to do this there is

a need to be part of a bigger entity to make use of economies of scale as well

as a better position towards customers and suppliers. The merger with Microtest

and the expansion plan provided by Xenon will put the new entity in a very

strong position to be a major player in the growing market in Europe. We are

thrilled to be able to join on this journey towards something better for the

future."

Franco Prestigiacomo, Chairman of Microtest and CEO of Xenon:

"Together with Microtest's CEOs, Giuseppe Amelio and Moreno Lupi, we are

committed to setting a clear path for our internationalisation strategy, which

is only just beginning. With RoodMicrotec, we are adding a key piece to our

growth strategy, not only in terms of revenue, but also in terms of scale. We

want to drive synergies to create an integrated European group specialised in

manufacturing ATE, OSAT and fabless microchips. Our objective is to maintain the

current RoodMicrotec corporate structure and to better integrate the

technologies of both companies in order to ensure even better performance for

our customers, which I expect will increase significantly after the closing of

this transaction."

Strategic rationale

The Transaction is the culmination of an extensive strategic review conducted by

the RoodMicrotec Boards in the last couple of years, which concluded that

RoodMicrotec' growth potential is hampered by the relatively extensive costs and

other non-business-related requirements of operating in a public environment as

a listed entity. Also, the current size of RoodMicrotec does not allow

substantial investments and capital expenditure in pursuit of strong growth,

without obtaining considerable financial obligations. Becoming part of a larger

ecosystem will give RoodMicrotec more 'firepower' to realise targeted growth and

create a higher shareholder value.

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

test equipment and in providing testing services. It is an entity 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"), which is managed by Xenon

AIFM S.A, a leading mid-cap private equity fund with 33+ years of experience and

175+ investments.

RoodMicrotec believes the sustainable and long-term success of RoodMicrotec can

be enhanced under Microtest's ownership as it will be part of a larger ecosystem

in the semiconductor industry. Moreover, having a single shareholder and

operating without a public listing will increase RoodMicrotec Group's ability to

achieve the goals and implement the actions of its strategy.

With Microtest and Xenon, RoodMicrotec will have a financially sound owner, with

a strong track record in supporting entrepreneurial businesses and a wealth of

experience in the semiconductor industry.

Microtest fully supports RoodMicrotec's growth strategy maintaining the focus on

RoodMicrotec's chosen technologies and services. Furthermore, the aggregation of

Microtest and RoodMicrotec will allow the companies to better serve their

customers' increasingly sophisticated needs and to be in a better position to

deal with the complex and growing semiconductor market.

Full and unanimous support and recommendation by the RoodMicrotec Boards

Consistent with their fiduciary responsibilities, the RoodMicrotec Boards have

followed a thorough and careful process in which they have frequently monitored

and discussed the developments.

Consistent with their fiduciary responsibilities, the RoodMicrotec Boards, with

the support of their outside financial and legal advisors, have given careful

consideration to all relevant aspects of the Transaction, including the

rationale for the Transaction, the interests of all of RoodMicrotec's

stakeholders, the Offer Price, the Non-Financial Covenants (as defined below)

and other terms of the Transaction. After due and careful consideration, the

Boards consider the Transaction to be in the interest of RoodMicrotec and to

promote the sustainable success of its business, taking into account the

interests of its stakeholders.

Accordingly, the Boards have unanimously resolved to support the Transaction,

recommend the Offer for acceptance by the holders of Shares and recommend to

RoodMicrotec's shareholders to vote in favour of the resolutions relating to the

Transaction (the "Resolutions") at an extraordinary general meeting of

RoodMicrotec's shareholders (the "General Meeting"), to be held during the

acceptance period of the Offer (the "EGM"), each in accordance with the terms

and subject to the conditions of the Merger Agreement (the "Recommendation").

The Recommendation will be included in the position statement of RoodMicrotec

which will be published simultaneously with the publication of the Offer

Memorandum.

Fairness Opinion

AXECO Corporate Finance has issued a fairness opinion to the RoodMicrotec Boards

to the effect that, as of such date and subject to the qualifications,

limitations, and assumptions set forth in the fairness opinion, (i) the Offer

Price in the Offer is fair, from a financial point of view, to the holders of

the Shares, and (ii) the purchase price payable in the Share Sale (as defined

below) is fair, from a financial point of view, to Company Holdco (as defined

below). The full text of the fairness opinion, which sets forth the assumptions

made, procedures followed, matters considered and limitations on the review

undertaken in connection with the opinion, will be included in RoodMicrotec's

position statement. The opinion of AXECO Corporate Finance has been given to the

RoodMicrotec Boards, and not to the holders of Shares. As such, the fairness

opinion does not contain a recommendation to the holders of Shares as to whether

they should tender their Shares under the Offer (if and when made) or how they

should vote or act with respect to the Resolutions or any other matter.

Irrevocable undertakings

The Offer is supported by several of RoodMicrotec's substantial shareholders and

warrant holders, together representing approximately 24.8% of the Shares as at

closing of the Offer (on a fully diluted basis, assuming all Warrants are

exercised immediately prior to closing of the Offer).

Each relevant shareholder has irrevocably committed to Microtest to support the

Offer and tender all Shares held by it (immediately prior to closing of the

Offer) in the Offer.

Furthermore, all large holders of Warrants have, subject to the Offer being

declared unconditional, irrevocably committed to either (i) assign their

Warrants to Microtest or (ii) exercise their Warrants and to tender the Shares

to be issued pursuant to the exercise of the Warrants.

In accordance with the applicable public offer rules, any information shared

with these individuals 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) and these shareholders

will tender their Shares on the same terms and conditions as the other

shareholders.

Fully committed financing for the Transaction

The Offer values RoodMicrotec at approximately EUR 28.9 million (on a fully

diluted basis, assuming all Warrants are exercised immediately prior to closing

of the Offer). Microtest has available cash resources and equity commitments in

place to finance the Offer. In this context, Microtest has received equity

commitment letters from entities managed, controlled and/or advised by Xenon,

which are fully committed. Microtest has no reason to believe that the required

cash resources will not be available or that any conditions to the equity

financing will not be fulfilled on or prior to settlement of the Offer.

Non-Financial Covenants

RoodMicrotec and Microtest have agreed to certain covenants in respect of,

amongst others, strategy, structure and governance, financing, employees and

minority shareholders for a duration of one year in general after settlement of

the Offer (the "Non-Financial Covenants"), including the covenants summarised

below.

Strategy

Microtest shall support and respect RoodMicrotec's current business strategy as

described in RoodMicrotec's annual report for the financial year ending 31

December 2022 (the "Strategy"). RoodMicrotec shall continue to be a state of the

art and one-stop-shop service company for clients in the semiconductor industry,

offering supply chain management, wafer & component testing, and qualification &

failure analysis for companies in the application-specific integrated circuits

(ASICs) value chain, a highly valued partner to clients who wish to launch high-

quality semiconductor devices globally and recognised player with a strong brand

name and market position. Following settlement of the Offer, Microtest shall

work with RoodMicrotec to grow the business in a manner that reflects the

Strategy and Microtest undertakes to set up a financial framework, including

sufficient levels of cash, that supports the realisation of the Strategy.

Structure and governance

The current governance structure with a two-tier board will be maintained. After

successful completion of the Offer, the current members of the Board of

Management, Mr. Martin Sallenhag (CEO) and Mr. Arvid Ladega (CFO), shall

continue to serve as members of the Management Board, with Mr. Luca Civita

joining the Board of Management as Chief Integration Officer.

It is envisaged that, immediately following settlement of the Offer, the

Supervisory Board will be composed of: (i) three members nominated by Microtest,

Mr. Giuseppe Amelio, Mr. Franco Prestigiacomo and Mr. Stefano Calabrò and (ii)

Mr. Ruud van der Linden (chair) and Mr. Marc Verstraeten, both (who will

continue to serve on the Supervisory Board as "Independent SB Members"). The

affirmative vote of the two independent Supervisory Board members shall be

required in respect of any new Management Board appointments or of replacement

of Messrs. Sallenhag, Ladega and Civita. The two Independent SB Members will be

tasked in particular with monitoring compliance with the Non-Financial

Covenants, and any deviation from the Non-Financial Covenants will require the

approval of the Supervisory Board, including the affirmative vote of the two

Independent SB Members.

Microtest shall not break up the RoodMicrotec Group or its business units, other

than by way of a strategic reorganisation or re-grouping of its activities.

Microtest does not intend to pursue any divestments (other than the Post-Closing

Restructuring). RoodMicrotec or its legal successor, together with their

respective subsidiaries, will have their own operating and reporting structure.

The management of RoodMicrotec or its legal successor remains responsible for

managing the RoodMicrotec Group and its businesses, subject to applicable rules

and regulations. RoodMicrotec's Dutch finance function shall be maintained in

the Deventer area. The operations in Nördlingen and Stuttgart, Germany, shall be

maintained and Microtest is committed to further grow the operations at these

locations. The major brand and product names of the RoodMicrotec Group in all

relevant markets and the name of RoodMicrotec and the RoodMicrotec Group

companies shall remain unchanged. The RoodMicrotec Group shall be allowed to

maintain its corporate identity, values and culture.

Financing

Microtest shall procure that the RoodMicrotec Group will remain prudently

capitalised and financed to safeguard the continuity of the business, also

taking into account any dividends paid out, and the execution of the Strategy.

Employees

The existing rights and benefits of the employees of the RoodMicrotec Group will

be respected, as will the RoodMicrotec Group's current employee consultation

structure and existing arrangements with any employee representative body within

the RoodMicrotec Group. No reduction of the workforce of the RoodMicrotec Group

is envisaged as a direct consequence of the Transaction or completion thereof.

Commencement conditions and Offer conditions

Pursuant to the Merger Agreement, the commencement of the Offer is subject to

the satisfaction or waiver of the following commencement conditions, customary

for a transaction of this kind:

* no material breach of the Merger Agreement having occurred that has not been

timely remedied;

* no amendment or withdrawal of the Recommendation having occurred;

* no material adverse effect having occurred since the date of the Merger

Agreement;

* no Superior Offer (as defined below) having been announced or made;

* no mandatory offer pursuant to article 5:70 of the Dutch Financial

Supervision Act (Wet op het financieel toezicht; "DFSA") for all the issued

Shares with a consideration that is at least equal to the Offer Price having

been announced or made;

* the AFM having approved the Offer Memorandum;

* no order, stay, judgment or decree having been issued by any regulatory

authority that remains in full force and effect, and no regulatory authority

has enacted any law, statute, rule, regulation, governmental order or

injunction (any of the foregoing, a "Governmental or Court Order"), which in

each case restraints or prohibits the making of the Offer in any material

respect;

* no notification having been received from the AFM stating that the Offer has

been prepared or announced in violation of the provisions of chapter 5.5 of

the DFSA or the Decree and that, pursuant to Section 5:80 paragraph 2 of the

DFSA, investment firms will not be allowed to cooperate with the Offer; and

* trading in the Shares on Euronext Amsterdam not having been suspended or

ended by Euronext Amsterdam.

Pursuant to the Merger Agreement, if and when made, the Offer will be subject to

the satisfaction or waiver of the following Offer conditions, customary for a

transaction of this kind:

* minimum acceptance level of at least 95% of RoodMicrotec's issued and

outstanding ordinary share capital (geplaatst en uitstaand gewoon

aandelenkapitaal) as the closing of the Offer, which percentage will be

automatically adjusted to 80% if the General Meeting has adopted the

Resolutions relating to the Post-Closing Restructuring and such Resolutions

are in full force and effect on the closing date;

* no material breach of the Merger Agreement having occurred that has not been

timely remedied;

* no amendment or withdrawal of the Recommendation having occurred;

* no material adverse effect having occurred since the date of the Merger

Agreement;

* no Superior Offer having been announced or made;

* no mandatory offer pursuant to article 5:70 DFSA for all the issued Shares

with a consideration that is at least equal to the Offer Price having been

announced or made;

* no Governmental or Court Order being in effect that restraints or prohibits

the consummation of the Transaction in any material respect;

* no notification having been received from the AFM stating that the Offer has

been prepared, announced or made in violation of the provisions of chapter

5.5 of the DFSA or the Decree and that, pursuant to section 5:80 paragraph

2 of the DFSA, investment firms will not be allowed to cooperate with the

Offer;

* trading in the Shares on Euronext Amsterdam not having been suspended or

ended by Euronext Amsterdam; and

* the General Meeting having adopted the Resolutions which will be voted on at

the EGM and the Resolutions being in full force and effect.

The Offer conditions will have to be satisfied or waived ultimately on 30 April

2024.

Post-Closing Restructuring

Microtest and RoodMicrotec believe that having the RoodMicrotec Group operate in

a wholly-owned set up without a listing on Euronext Amsterdam is better for the

sustainable success of its business and long-term value creation. This belief is

based, inter alia, on:

* the fact that having a single shareholder and operating without a public

listing increases the RoodMicrotec Group's ability to achieve the goals and

implement the actions of its strategy and reduces the RoodMicrotec Group's

costs;

* the ability of RoodMicrotec and Microtest to terminate the listing of the

Shares from Euronext Amsterdam, and all resulting cost savings therefrom;

* the ability to achieve an efficient capital structure (both from a tax and

financing perspective);

* the ability to implement and focus on achieving long-term strategic goals of

RoodMicrotec, as opposed to short-term performance driven by periodic

reporting obligations; and

* as part of long-term strategic objectives the ability to focus on pursuing

and supporting (by providing access to equity and debt capital) continued

buy-and-build acquisition opportunities as and when they arise.

Microtest and RoodMicrotec will seek to procure the delisting of the Shares from

Euronext Amsterdam, as soon as practicable after the ending of the post-closing

acceptance period of the Offer (the "Post-Closing Acceptance Period").

If, after the Post-Closing Acceptance Period, Microtest holds at least 95% of

the Shares, Microtest will as soon as possible commence a compulsory acquisition

procedure or a takeover buy-out procedure to obtain 100% of the Shares.

If, after the Post-Closing Acceptance Period, Microtest holds less than 95%, but

at least 80% of the Shares, Microtest intends to acquire the entire business of

the RoodMicrotec Group for an amount equal to the Offer Price, pursuant to:

* a legal triangular merger of the RoodMicrotec Group into a newly

incorporated wholly-owned indirect subsidiary of RoodMicrotec ("Company

Sub"), with a newly incorporated wholly-owned direct subsidiary of

RoodMicrotec ("Company Holdco", the sole shareholder of Company Sub)

allotting shares to holders of the Shares in a 1:1 exchange ratio and upon

which RoodMicrotec will cease to exist and the Shares' admission to listing

and trading on Euronext Amsterdam will terminate (the "Triangular Merger");

* a subsequent share sale pursuant to which Company Holdco will sell and

transfer the outstanding Company Sub share(s) to Microtest (the "Share

Sale"); and

* a subsequent dissolution and liquidation of Company Holdco (the

"Liquidation" and, together with the Triangular Merger and the Share Sale,

the "Post-Closing Restructuring").

Microtest will, with the cooperation of RoodMicrotec, ensure that the liquidator

of Company Holdco arranges for an advance liquidation distribution to the

shareholders of Company Holdco, which is intended to take place on or about the

date of the closing of the Share Sale and will result in a payment per share

equal to the Offer Price, without any interest and less applicable withholding

taxes or other taxes. The Post-Closing Restructuring is subject to the approval

of the General Meeting, which will be sought at the EGM.

If, after the Post-Closing Acceptance Period, Microtest holds less than 95% of

the Shares, Microtest may effect or cause to effect other restructurings of the

RoodMicrotec Group for the purpose of achieving an optimal operational, legal,

financial or fiscal structure, all in accordance with applicable laws and the

terms of the Merger Agreement.

Exclusivity and Superior Offer

As part of the Merger Agreement, RoodMicrotec has entered into customary

undertakings not to solicit third party offers. If the RoodMicrotec Boards

determine that RoodMicrotec has received from a bona fide third party a written

and binding unsolicited proposal relating to a public offer for all Shares (on a

fully diluted basis, assuming all Warrants are exercised), a sale of all or a

substantial part of the assets or business of the RoodMicrotec Group or any

other transaction that could result in a change of control of RoodMicrotec or

all or a substantial part of the RoodMicrotec Group's business or otherwise

prevent the Transaction from being consummated, which in the good faith opinion

of the RoodMicrotec Boards is on balance more beneficial to the RoodMicrotec

Group and the sustainable success of its business than the Transaction and the

consideration of which exceeds the Offer Price as included in this press release

by at least EUR 0.04 (a "Superior Offer"), RoodMicrotec will promptly notify

Microtest in writing thereof. In such case, Microtest has the opportunity to

match such Superior Offer within ten business days. If Microtest timely submits

to RoodMicrotec a revised offer in writing that the RoodMicrotec Boards

determine to be, on balance, at least equally beneficial to RoodMicrotec and the

sustainable success of is business as the Superior Offer, RoodMicrotec will not

accept the Superior Offer and Microtest and RoodMicrotec will remain bound to

the Merger Agreement. If Microtest does not timely match the Superior Offer or

informs RoodMicrotec that it does not wish to match the Superior Offer,

RoodMicrotec will be entitled to (conditionally) agree to the Superior Offer, in

which case each of Microtest and RoodMicrotec may terminate the Merger

Agreement.

Termination

If the Merger Agreement is terminated by Microtest because (i) RoodMicrotec has

agreed to a Superior Offer or (ii) the Boards have amended or withdrawn their

Recommendation, or (iii) RoodMicrotec has materially breached the Merger

Agreement and such breach is incapable of being remedied or has not been

remedied, RoodMicrotec shall pay Microtest an amount of EUR 600,000.

If the Merger Agreement is terminated by RoodMicrotec because (i) Microtest has

materially breached the Merger Agreement and such breach is incapable of being

remedied or has not been remedied, or (ii) all commencement conditions have been

satisfied or waived and Microtest has failed to timely make the Offer or all

Offer conditions having been satisfied or waived and the settlement of the Offer

not having occurred timely, Microtest shall pay RoodMicrotec an amount of EUR 1

million.

These rights to payment are without prejudice to the right of Microtest or

RoodMicrotec to demand specific performance of the Merger Agreement.

Timing and Next Steps

Microtest will launch the Offer as soon as practically possible and in

accordance with the applicable statutory timetable, subject to satisfaction or

waiver of the pre-offer conditions. Microtest will submit a first draft of the

Offer Memorandum to the AFM as soon as practicable. The Offer Memorandum will be

published shortly after approval, which is expected to occur in Q3 2023, subject

to satisfaction or waiver of the commencement conditions.

RoodMicrotec will hold the EGM at least six business days before the Offer

period ends, in accordance with section 18, paragraph 1 of the Decree, to inform

its shareholders about the Transaction and to adopt the Resolutions (including

with respect to the Post-Closing Restructuring).

Based on the required steps and subject to the necessary approvals, RoodMicrotec

and Microtest anticipate that the Offer will close in Q4 2023.

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, a leading mid-cap private equity

fund with 33+ years of experience and 175+ investments.

The current CEOs, Giuseppe Amelio and 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 the

design and production of 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 defense and medical devices. Few years later Microtest

broadened its scope by offering also "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 has

reached more than 30 million in revenues in 2022, with an Ebitda margin above

38%. Microtest commercial network and customer service is 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 and Microtest 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 nor

Microtest, 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 and

Microtest 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

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

Neither RoodMicrotec nor Microtest, 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 and Microtest

expressly disclaims 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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