VivoPower to remain listed on Nasdaq and spin-off Tembo and Caret Digital as part of a revised US$180 million takeover proposal Energi Holdings has amended takeover proposal to be a proportional offer to acquire 80% of the unaffiliated free float shares of VivoPower, subject to completion of due diligence VivoPower free float shares would consequentially be reduced by 80% with Energi Holdings becoming the largest shareholder Energi to be supportive of two VivoPower business spin-offs: Tembo SPAC merger wi ...

VivoPower and Energi Holdings, which has made an all-cash offer at a premium to market to acquire the Company, are progressing to the next step—the exclusive due diligence period Review of the proposed US tariffs announced by President Trump suggests that they are not expected to affect the Tembo electric vehicle business LONDON, April 07, 2025 (GLOBE NEWSWIRE) -- VivoPower International PLC (NASDAQ: VVPR) ("VivoPower" or the "Company") confirmed today with Energi Holdings Limited (“Energi”) that both part ...

Core Points - VivoPower International PLC is currently engaged in negotiations for a non-binding takeover offer from Energi Holdings Limited, with an increased enterprise valuation of US$180 million from the original US$120 million [1][2] - The company is also working on a business combination agreement with Cactus Acquisition Corporation 1 Limited, with a combined enterprise valuation of US$904 million, assuming no public trust redemptions [1] - VivoPower plans to file an F-4 registration statement with the U.S. Securities and Exchange Commission regarding the Tembo business combination agreement within April 2025 [3] Company Overview - VivoPower, established in 2014 and listed on Nasdaq since 2016, is a global sustainable energy solutions B Corporation focused on electric solutions for customized fleet applications and ancillary services [4] - The company's core purpose is to provide turnkey decarbonization solutions to help customers achieve net-zero carbon status, with operations in multiple countries including Australia, Canada, the Netherlands, the UK, the US, the Philippines, and the UAE [4]

Company Overview - VivoPower International PLC is a global sustainable energy solutions B Corporation focused on electric solutions for customized fleet applications and ancillary services such as financing, charging, battery, and microgrids [4] - The company was established in 2014 and has been listed on Nasdaq since 2016, with operations in multiple countries including Australia, Canada, the Netherlands, the UK, the US, the Philippines, and the UAE [4] Acquisition Proposal - Energi Holdings Limited has made a non-binding all-cash takeover proposal to acquire the non-affiliated shareholders of VivoPower at an enterprise valuation of US$180 million, up from a previous valuation of US$120 million [1][2] - Energi is an Abu Dhabi-based energy solutions company with US$1 billion in revenues and a presence in various regions including the Middle East, Africa, South Asia, Europe, and Southeast Asia [2] Board Actions - The board of VivoPower has formed a subcommittee consisting of a majority of independent directors to oversee the acquisition process and will provide timely updates to the market [3]

Core Viewpoint - VivoPower International PLC is in advanced negotiations regarding an unsolicited non-binding takeover proposal from Energi Holdings Limited, with an enterprise value of US$120 million for all non-affiliated free float shares [1][2]. Company Overview - VivoPower, established in 2014 and listed on Nasdaq since 2016, is a global sustainable energy solutions B Corporation focused on electric solutions for customized fleet applications and ancillary services [3]. - The company aims to provide turnkey decarbonization solutions to help customers achieve net-zero carbon status, with operations in multiple countries including Australia, Canada, the UK, and the UAE [3]. Takeover Proposal Details - The takeover proposal from Energi is an all-cash offer and is subject to due diligence, with negotiations on price, terms, and conditions expected to conclude by April 2, 2025 [2]. - VivoPower's board will provide further updates to the market following the completion of negotiations [2].

Group 1 - VivoPower International PLC has received an unsolicited non-binding takeover proposal from Energi Holdings Limited, an energy solutions company based in Abu Dhabi [1][2] - The proposal includes an all-cash offer for all non-affiliated free float shares of VivoPower, with an enterprise value of US$120 million, and is subject to due diligence [2] - VivoPower is a global sustainable energy solutions company focused on electric solutions for customized fleet applications, with operations in multiple countries including Australia, Canada, the UK, and the UAE [3] Group 2 - Energi Holdings Limited was established in 2014 and has generated US$1 billion in revenues, with a presence in regions such as the Middle East, Africa, South Asia, Europe, and Southeast Asia [1] - VivoPower aims to provide turnkey decarbonization solutions to help customers achieve net-zero carbon status [3]

Group 1 - Tembo E-LV B.V. is working with Cactus Acquisition Corp. 1 Limited (CCTS) to close a Business Combination by Q2 2025, with a combined pro forma enterprise value of US$904 million, assuming no public trust redemptions for CCTS [1] - The Business Combination Agreement (BCA) was initially announced in August 2024, with a target closing date by the end of 2024, but was delayed due to new rules regarding special purpose acquisition company transactions [2][3] - The parties are finalizing the registration statement on Form F-4 to be filed with the U.S. Securities and Exchange Commission (SEC) and expect to close the transaction subject to closing conditions, including SEC review and CCTS shareholder approval [3][4] Group 2 - VivoPower International PLC, established in 2014 and listed on Nasdaq since 2016, focuses on sustainable energy solutions, particularly electric solutions for customized fleet applications, and aims to provide turnkey decarbonization solutions [5] - Tembo, a subsidiary of VivoPower, specializes in 100% electric utility vehicles for ruggedized applications across various industries, including mining, agriculture, and defense, promoting safe and reliable electrification solutions [6]

Core Viewpoint - VivoPower plans to spin off its subsidiary Caret Digital through a direct listing on Nasdaq, allowing shareholders to receive dividend shares and focusing on cryptocurrency mining, particularly Dogecoin [1][2][3][4]. Group 1: Spin-off Details - VivoPower shareholders will receive five shares of Caret Digital for each VivoPower share held, with an implied market capitalization of $250 million, subject to market conditions [3]. - The decision for a direct listing instead of a reverse merger is based on cost efficiency and a simpler process for distributing shares to shareholders [2]. Group 2: Caret Digital's Strategy - Caret Digital will focus on mining Dogecoin and converting it to Bitcoin to optimize returns, leveraging current DOGE mining economics [4]. - The company plans to raise $10 million from strategic investors to support its growth plans [3]. Group 3: Company Background - VivoPower, established in 2014 and listed on Nasdaq since 2016, focuses on sustainable energy solutions and aims to provide turnkey decarbonization solutions [7]. - Caret Digital is a wholly owned subsidiary of VivoPower, developing renewable power infrastructure integrated with high energy consumption use cases, starting with DOGE mining [8].

Core Points - VivoPower's subsidiary, Tembo e-LV, has signed a 5-year agreement with Associated Vehicle Assemblers Ltd. (AVA) to convert 200 vehicles in the first year and 1,600 over five years [1][3] - The agreement allows AVA to distribute and locally assemble Tembo's 100% electric utility vehicle (EUV) solutions across East Africa, targeting sectors such as mining, agriculture, and government [3][4] - The partnership aims to support Kenya's transition to sustainable transportation and create local jobs [4] Company Overview - VivoPower is a global sustainable energy solutions B Corporation focused on electric solutions for customized fleet applications and ancillary services [6] - Tembo specializes in 100% electric utility vehicles designed for rugged and customized applications across various industries [8] - AVA is East Africa's leading vehicle assembler, known for its commitment to quality and sustainability, and has the capacity to assemble 30,000 vehicles annually [9]

Core Points - VivoPower's subsidiary, Tembo e-LV, has signed a 5-year agreement with Associated Vehicle Assemblers Ltd. (AVA) to convert 200 vehicles in the first year and 1,600 over five years [1] - The agreement covers East African nations including Kenya and Tanzania, which have a combined population exceeding 500 million [2][3] - AVA will distribute and locally assemble Tembo's 100% electric utility vehicle (EUV) solutions for various sectors, enhancing local maintenance and support capabilities [3][4] - The partnership aims to support Kenya's transition to sustainable transportation and create value and jobs in local economies [4] - Demand for electric vehicles is accelerating in East Africa, driven by both government and private sector interest [5] - Tembo's strategy to reduce costs while maintaining quality has led to increased interest in their next-generation EUV25 electric conversion kits [5] - VivoPower aims to build partnerships with established leaders in their markets to deliver electrification solutions [5] Company Overview - VivoPower is a global sustainable energy solutions B Corporation focused on electric solutions for customized fleet applications and ancillary services [6] - Tembo provides 100% electric utility vehicles for ruggedized applications across various industries, aiming to support fleet owners in achieving ESG goals [7] - AVA is East Africa's leading vehicle assembler, known for producing high-quality vehicles tailored to regional needs and committed to sustainability [8]