(UPDATED) VIVOPOWER’S TEMBO EXTENDS HEADS OF AGREEMENT EXCLUSIVITY FOR US$838M MERGER WITH CCTS

Rhea-AI Summary

VivoPower International PLC (Nasdaq: VVPR) announced that its electric vehicle subsidiary, Tembo e-LV B.V., has extended its exclusive heads of agreement with Cactus Acquisition I (Nasdaq: CCTS) until 31 August 2024. This one-month extension aims to provide Tembo with additional time to finalize a material transaction and update disclosures before completing a definitive business combination agreement for the proposed US$838 million merger. The extension will also allow time for an independent fairness opinion to be prepared. This development suggests that the merger process is progressing, albeit with some delays, as both parties work towards finalizing the deal.

Positive

• Potential US$838 million merger deal in progress
• Extension allows time to finalize material transaction
• Opportunity for Tembo to update disclosures before finalizing agreement

Negative

• Delay in finalizing the merger agreement
• Uncertainty around the completion of the material transaction

Insights

Financial Analyst

The extension of the exclusivity period for the Heads of Agreement between Tembo e-LV B.V. and Cactus Acquisition I (CCTS) is a significant development in the proposed $838 million merger. This move suggests that both parties remain committed to the deal, but require additional time to iron out important details.

The extension to August 31, 2024, provides Tembo with a strategic window to complete a material transaction and update disclosures. This could potentially enhance Tembo's value proposition or address any regulatory concerns before finalizing the merger agreement. The mention of a "material transaction" is particularly intriguing, as it could involve a significant acquisition, partnership, or contract that could substantially impact Tembo's market position or financial outlook.

For VivoPower shareholders, this extension presents a double-edged sword:

• On the positive side, it allows for potentially more favorable terms or increased valuation if Tembo successfully executes its material transaction.
• However, the delay also introduces uncertainty and could potentially lead to deal fatigue or changed market conditions that might affect the merger's attractiveness.

Investors should closely monitor any announcements regarding Tembo's material transaction and updated disclosures, as these could significantly influence the final terms of the merger and, consequently, VivoPower's stock price.

Market Research Analyst

The extended exclusivity period for the Tembo-CCTS merger negotiations offers a fascinating glimpse into the evolving electric vehicle (EV) market dynamics. This $838 million deal, if consummated, would represent a significant consolidation in the EV sector, particularly in the specialized electric light vehicle segment where Tembo operates.

The additional time granted for Tembo to complete a "material transaction" suggests potential strategic positioning in response to market trends:

• Tembo might be looking to strengthen its product portfolio or expand its market reach to enhance its attractiveness in the merger.
• The company could be securing key supply chain partnerships or technology acquisitions to bolster its competitive edge in the rapidly evolving EV landscape.

Moreover, the emphasis on updating disclosures indicates a meticulous approach to transparency, which is important in the current regulatory environment surrounding SPACs and mergers. This cautious stance could be a response to increased scrutiny from regulators and investors alike, potentially setting a new standard for diligence in similar deals within the EV sector.

As the EV market continues to mature, deals of this magnitude will likely shape the competitive landscape. Investors and industry observers should pay close attention to the outcome, as it could signal broader trends in EV sector consolidation and the appetite for specialized EV companies in the public markets.

Exclusivity period for Heads of Agreement extended to 31 August 2024

Extension to enable Tembo to consummate material transaction and update disclosure

LONDON, July 30, 2024 (GLOBE NEWSWIRE) -- The Nasdaq-listed B Corp, VivoPower International PLC (Nasdaq: VVPR, “VivoPower”), announced that its electric vehicle subsidiary, Tembo e-LV B.V. (“Tembo”), has agreed to a further one month extension of its exclusive heads of agreement with Nasdaq-listed Cactus Acquisition Corporation I (Nasdaq: CCTS, CCTSW, CCTSU, “CCTS”) to 31 August 2024.

The extension is intended to provide additional time for Tembo to consummate a material transaction and update disclosures before finalising a definitive business combination agreement relating to the proposed transaction as well as the independent fairness opinion.

About VivoPower

VivoPower is an award-winning global sustainable energy solutions B Corporation company focused on electric solutions for off-road and on-road customised and ruggedised fleet applications as well as ancillary financing, charging, battery and microgrids solutions. The Company’s core purpose is to provide its customers with turnkey decarbonisation solutions that enable them to move toward net-zero carbon status. VivoPower has operations and personnel covering Australia, Canada, the Netherlands, the United Kingdom, the United States, the Philippines, and the United Arab Emirates.

About Tembo

Tembo electric utility vehicles (EUVs) are the premier 100% electric solution for ruggedised and/or customised applications for fleet owners in the mining, agriculture, energy utilities, defence, police, construction, infrastructure, government, humanitarian, and game safari industries. Tembo provides safe, high-performance off-road and on-road electric utility vehicles that meet exacting standards of safety, reliability, and quality. Its core purpose is to provide safe and reliable electrification solutions for utility vehicle fleet owners globally, helping perpetuate useful life, reduce costs, maximise return on assets, meet ESG goals and activate the circular economy. Tembo is a subsidiary of the Nasdaq listed B Corporation, VivoPower International PLC

Forward-Looking Statements

This communication includes certain statements that may constitute “forward-looking statements” for purposes of the U.S. federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterisations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the achievement of performance hurdles, or the benefits of the events or transactions described in this communication and the expected returns therefrom. These statements are based on VivoPower’s management’s current expectations or beliefs and are subject to risk, uncertainty, and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower’s business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower’s filings with the United States Securities and Exchange Commission. The information set forth herein should be read in light of such risks. VivoPower is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of new information, future events, changes in assumptions or otherwise.

Additional Information and Where to Find It

If a definitive business combination agreement relating to the proposed transaction is executed, a full description of the terms of the transaction will be included in a registration statement on Form F-4 (the “Registration Statement”), which will include a proxy statement/prospectus, to be filed with the U.S. Securities and Exchange Commission (the “SEC”). Shareholders of CCTS and other interested persons are advised to read, when available, the Registration Statement, including the preliminary proxy statement/prospectus, any amendments thereto and the definitive proxy statement/prospectus. CCTS, Tembo and VivoPower may also file other documents with the SEC regarding the proposed transaction. The definitive proxy statement/prospectus will be sent to the shareholders of CCTS as of the record date established for voting on the proposed transaction and will contain important information about CCTS, VivoPower, Tembo, the proposed transaction and other related matters. Shareholders of CCTS and other interested persons will be able to obtain copies of the Registration Statement, including the preliminary proxy statement/prospectus contained therein, the definitive proxy statements/prospectus and the other documents filed or that will be filed with the SEC in connection with the proposed transaction, without charge, once available, at the SEC’s website at www.sec.gov.

Participants in the Solicitation

CCTS, Tembo, VivoPower and their respective directors and officers may be deemed participants in the solicitation of proxies of CCTS shareholders in connection with the proposed transaction. More detailed information regarding the directors and officers of CCTS, and a description of their interests in CCTS, is contained in CCTS’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on April 15, 2024, and is available free of charge at the SEC’s website at www.sec.gov. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of CCTS’s shareholders in connection with the proposed transaction and other matters to be voted upon at the meeting of CCTS’s shareholders will be set forth in the Registration Statement for the transaction when available.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Contact
Shareholder Enquiries
shareholders@vivopower.com

FAQ

What is the new exclusivity period for the VivoPower-CCTS merger agreement?

The exclusivity period for the heads of agreement between VivoPower's subsidiary Tembo and CCTS has been extended to 31 August 2024.

What is the purpose of the exclusivity period extension for the VVPR-CCTS merger?

The extension is to provide additional time for Tembo to consummate a material transaction, update disclosures, and finalize the definitive business combination agreement and independent fairness opinion.

What is the estimated value of the merger between Tembo and CCTS?

The press release mentions a proposed US$838 million merger between Tembo, VivoPower's subsidiary, and CCTS.

How might the exclusivity period extension affect VivoPower's stock (VVPR)?

The extension could impact VVPR's stock as it indicates progress towards the merger, but also suggests delays in finalizing the agreement, which may create uncertainty for investors.