Roodmicrotec and microtest agree on recommended all-cash public offer of eur 0.35 per share

Roodmicrotec and microtest agree on recommended all-cash public offer of eur 0.35 per share

RoodMicrotec and Microtest have reached a conditional agreement on a recommended public offer to be made by Microtest for all of the issued and outstanding ordinary shares in the capital of RoodMicrotec for EUR 0.35 in cash per Share (cum dividend), valuing 100% of the shares at approximately EUR 28.9 million. This will create a creates a strong European player in the fast-growing semiconductor market. Axeco Corporate Finance is pleased to have advised RoodMicrotec

Roodmicrotec and microtest agree on recommended all-cash public offer of eur 0.35 per share

In June 2023, 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 months, respectively. The Offer for 100% of the Shares as at closing of the Offer (on a fully diluted basis) amounts to EUR 28.9 million.

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.

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.

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.”

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.

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 controlled by 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.

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