Harwin
Recom
Test & Measurement

ACCEPTANCE RATE OVER 87%: MICROTEST’S SUCCESSFUL TAKEOVER BID ON AMSTERDAM-LISTED ROODMICROTEC N.V.

Microtest_1

After the recent acquisition of the Dutch company Test Inspire and that of Italy’s Gedec, the leading microchip testing group takes a major step forward in its growth and internationalisation path with Xenon Private Equity’s support

Altopascio (Lucca, Italy), 30 October 2023 – Microtest Group, Italy’s leading manufacturer of test systems and testing of microchips and silicon wafers, today announced that the take-up of the tender offer that was launched in June on RoodMicrotec N.V., a company listed on the Amsterdam Stock Exchange, has exceeded 87%, well above the 80% success threshold.

The purchase price, as stated in the Offer Document, was set at EUR0.35/share, for a consideration of EUR 28.9 million.

RoodMicrotec is a specialist in testing services for semiconductors and microchips. In 2022, it posted sales of EUR 16.5 million (+14% vs. 2021) and an Ebitda of EUR 3.9 million, and it also confirmed its strong performance in the first nine months of 2023, which ended up with a 10% growth. It boasts a 50-plus-year long tradition and a footprint in the Netherlands (in Deventer and Zwoll). Over the years, the company has also opened operating offices in Germany, in Nördlingen and Stuttgart, in the heart of European automotive excellence, employing 94 people.

This is Microtest’s third deal in just a few months, following the recent acquisition of Italy’s Gedec, and the Dutch company Test Inspire, making it the first acquisition of a listed company. This is proof of the company’s distinct determination to pursue a decisive internationalisation and external growth path, which is aimed at strengthening its already considerable organic growth. Microtest closed 2022 with sales amounting to EUR 32 million (+50% year-on-year) and an Ebitda margin of over 38%, and it is expected to reach EUR 38 million in 2023.

With this transaction, the Italian Group  – which was founded and is headed by entrepreneurs Giuseppe Amelio and Moreno Lupi, with Xenon Private Equity VII as its majority shareholder since 2022 -, is establishing itself as one of the main players in the microchip and silicon wafer testing segment across Europe, thus strengthening its presence in key markets, such as Germany and, in general, in Northern Europe, which is home to some of the world’s leading microchip and semiconductor manufacturers.

Microtest seeks to speed up RoodMicrotec’s growth, while retaining its identity, operating structure, and by fully involving the current management team in a long-term perspective. Martin Sallenhag and Arvid Ladega, CEO and CFO of RoodMicrotec, respectively, will both hold their current roles and will serve on the company’s Board of Directors.

The combination of the two companies will enable a broader range of customers to be reached with a greater services portfolio and synergetic development for advanced solutions to meet the increasingly demanding needs of a fast-growing market: according to Gartner, semiconductor sales will reach USD 601.7 billion in 2022, compared to USD 595 billion in 2021, and the market could be worth more than USD 1 trillion globally in 2030 (McKinsey & Company data). Indeed, microchips enjoy an ever-increasing number of applications in the most diverse sectors: from automotive to 5G technologies, from medical devices to aerospace.

The virtuous synergies between the two companies will also make it possible to pay even greater attention to R&D investments, which is the main driving force behind Microtest’s growth. The company has 28 patents and develops high multi-site efficiency, zero footprint, reduced energy consumption and sustainable costs solutions. 63% of the company’s approximately 200 assets (60 new recruits in 2022) are electronic, physical, or chemical engineers, with an overall average age of 33 years.

Franco Prestigiacomo, CEO of Xenon, commented: “The success of the bid for RoodMicrotec is a very meaningful outcome from both an industrial and a financial perspective. From an industrial point of view, it is a key growth milestone for an Italian top company expanding into key markets, especially Germany, where some of the industry’s leading players are operating. From a financial angle, it demonstrates that complex and even ‘visionary’ deals can be successfully carried out through synergies between entrepreneurs boasting great track records and skills, such as Microtest’s founders and a private equity operator such as Xenon, which is accompanying and supporting them. Xenon is also striving for ambitious development, one that is still firmly rooted in a truly industrial approach and logic. Such transactions have positive effects for the whole country, as they enable us to become even more competitive in the microelectronics sector, which is a strategic one for Italian and European development.”

“We are very pleased with this deal’s outcome. RoodMicrotec is the perfect partner for us to pursue our European growth. Thanks to the Xenon fund, we are expanding in key markets, while integrating technologically advanced solutions and high-level professionalism. We have a clear objective: to achieve the same level of ‘central’ positioning that we have in Italy also in the international scene. The excellent synergy with our shareholders will bring Microtest’s advanced, flexible, and energy-efficient technologies and know-how to all the world’s leading microchip and semiconductor manufacturers,” Giuseppe Amelio, CEO of Microtest, said.

Rothschild & Co acted as financial advisors for Microtest and AXECO Corporate Finance B.V. served as financial advisor for RoodMicrotec.

Microtest’s legal advisors for the transaction were Linklaters LLP while RoodMicrotec’s legal advisors were Bird & Bird; Deloitte was Microtest’s financial and tax advisor.

 

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