GNW-Adhoc: UPDATE ON INTENDED ALL-CASH PUBLIC OFFER BY MICROTEST FOR ALL ROODMICROTEC SHARES

^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 7 Paragraph 1 sub a of

the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) (the

"Decree") in connection with the announced proposed recommended all-cash public

offer by Microtest for all the issued and outstanding ordinary shares (the

"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").

With reference to the joint press release by RoodMicrotec and Microtest dated

13 June 2023, (i) the commencement of the Offer is subject to the satisfaction

or waiver of the commencement conditions and (ii) if and when made, the Offer is

subject to the satisfaction or waiver of the offer conditions, all in accordance

with the terms of the merger protocol entered into between RoodMicrotec and

Microtest. 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.

UPDATE ON INTENDED ALL-CASH PUBLIC OFFER BY MICROTEST FOR ALL ROODMICROTEC

SHARES

Vicopisano, Italy / Deventer, the Netherlands - 6 July 2023

Reference is made to the joint press release by Microtest and RoodMicrotec dated

13 June 2023 in respect of the conditional agreement on the Offer at an offer

price of EUR 0.35 (cum dividend) per issued and outstanding ordinary share in

the capital of RoodMicrotec.

Microtest and RoodMicrotec hereby provide a joint update on the Offer in

accordance with the provisions of Section 7, paragraph 1 sub a of the Decree,

which require a public announcement including a status update regarding an

intended public offer within four weeks following its initial announcement.

Microtest and RoodMicrotec confirm that they are making good progress on the

preparations for the Offer. 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.

For more information:

Huijskens Sassen Communications

Clemens Sassen

+31 6 46 11 11 89

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

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 ("Xenon").

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

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 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

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, nor Microtest nor Xenon, nor any of their 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 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 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 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.

°