Microtest Achieves Over 87% Acceptance Rate In Successful Takeover Of Amsterdam-Listed RoodMicrotec

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With the recent purchase of Test Inspire in the Netherlands and the acquisition of Italy’s Gedec, the microchip testing conglomerate is significantly advancing its journey of expansion and internationalisation.

Microtest Group has reported a successful outcome for its tender offer on RoodMicrotec N.V.. The uptake of the request, initiated in June, has surpassed 87%, significantly exceeding the required 80% threshold for success. The agreed purchase price per share, as outlined in the Offer Document, was set at EUR 0.35, totalling EUR 28.9 million for the acquisition.

The company is renowned for its expertise in semiconductor and microchip testing services. In 2022, the company achieved sales of EUR 16.5 million, representing a 14% increase compared to the previous year. Additionally, it reported an EBITDA of EUR 3.9 million and continued its impressive performance in the first nine months of 2023, with a growth rate of 10%. It has a history of over 50 years and a presence in the Netherlands, with operations in Deventer and Zwolle. Over time, it has expanded to include offices in Germany, specifically in Nördlingen and Stuttgart, strategically located within the European automotive hub, employing 94 individuals.

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This marks the third significant acquisition for Microtest within a short period, following the recent purchase of Italy’s Gedec and the Dutch company Test Inspire. This is the company’s first acquisition of a publicly listed entity. It underscores the company’s commitment to an internationalisation strategy and external growth, further fortifying its substantial organic growth. Microtest concluded 2022 with sales totalling EUR 32 million, representing a remarkable 50% year-on-year increase and an EBITDA margin exceeding 38%. Projections anticipate sales of EUR 38 million in 2023.

This transaction establishes the Italian Group, led by entrepreneurs Giuseppe Amelio and Moreno Lupi, with Xenon Private Equity VII as the majority shareholder since 2022, as a significant player in the European microchip and silicon wafer testing sector. It reinforces its presence in critical markets, such as Germany and Northern Europe, home to some of the world’s leading microchip and semiconductor manufacturers. Microtest intends to expedite the company’s growth while preserving its identity and operating structure, actively involving the existing management team in a long-term perspective. Martin Sallenhag and Arvid Ladega, RoodMicrotec’s CEO and CFO, respectively, will retain their positions and join the company’s Board of Directors.

The integration of these two companies will enable a broader customer base to access an extended service portfolio and foster synergistic development for advanced solutions, addressing the increasingly demanding requirements of a rapidly expanding market. According to Gartner, semiconductor sales reached USD 601.7 billion in 2022, compared to USD 595 billion in 2021, with projections indicating a global market worth over USD 1 trillion by 2030 (McKinsey & Company data). Microchips are finding applications in many sectors, ranging from automotive to 5G technologies, medical devices, and aerospace.

This partnership will also facilitate increased investment in research and development, a driving force behind Microtest’s growth. With 28 patents and a focus on high multi-site efficiency, reduced energy consumption, and sustainable cost solutions, approximately 63% of the company’s 200 employees, including 60 recruits in 2022, are engineers in various fields, with an average age of 33. Rothschild & Co acted as financial advisors for Microtest, with AXECO Corporate Finance B.V. as financial advisor for RoodMicrotec. Legal advisors for Microtest included Linklaters LLP, while Bird & Bird served as legal advisors for RoodMicrotec. Deloitte provided financial and tax advisory services for Microtest.

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