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 August 31, 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 VivoPower is progressing towards a significant strategic move in the electric vehicle sector, potentially enhancing its market position and shareholder value.

Positive

• Potential US$838 million merger deal for Tembo, VivoPower's subsidiary
• Extension allows time to consummate a material transaction, potentially enhancing company value
• Opportunity for Tembo to update disclosures, ensuring transparency for investors

Negative

• Delay in finalizing the merger agreement, potentially impacting investor confidence
• Uncertainty surrounding the outcome of the material transaction and its impact on the merger

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, despite the need for additional time.

The key points to consider are:

• The extension to August 31, 2024, provides Tembo with important time to finalize a material transaction. This could potentially enhance Tembo's value proposition or financial position before the merger.
• The need to update disclosures indicates that there might be new developments or changes in Tembo's business that are material to the merger agreement.
• The mention of an independent fairness opinion suggests a commitment to transparency and due diligence, which is positive for stakeholders.

However, investors should be cautious. Extended negotiations can sometimes indicate complications or disagreements. The need for a material transaction before finalizing the merger could also suggest that Tembo needs to strengthen its position to justify the merger valuation.

Overall, while the extension keeps the deal alive, it also introduces an element of uncertainty. Investors should closely monitor for any announcements regarding the material transaction and updated disclosures, as these will be important in determining the final terms and viability of the merger.

Market Research Analyst

The extended exclusivity period for the Tembo-CCTS merger talks presents an intriguing scenario for the electric vehicle (EV) market. Here's why this development is noteworthy:

• Market Consolidation: This potential $838 million merger represents a significant consolidation move in the EV sector, particularly in the commercial and off-road vehicle segments where Tembo operates.
• SPAC Interest: The continued interest from CCTS, a SPAC, in Tembo indicates that investors still see value in the EV sector, despite recent market volatility.
• Valuation Dynamics: The need for Tembo to consummate a material transaction before finalizing the merger suggests that the company is working to justify or enhance its valuation.

The extended timeline also allows for a more thorough assessment of market conditions. With the EV industry facing challenges such as supply chain issues and fluctuating demand, this additional month could prove important in structuring a deal that reflects current market realities.

Investors should keep an eye on broader EV market trends during this period, as they could influence the final terms of the merger. Any shifts in government policies, technological advancements, or competitor activities could impact the perceived value of Tembo and the strategic rationale for the merger.

Exclusivity period for Heads of Agreement extended to 31 August 2024

Extension to enable Tembo to consummate material transaction and update disclosure

LONDON, July 29, 2024 (GLOBE NEWSWIRE) -- The Nasdaq-listed B Corp, VivoPower International PLC (Nasdaq: VVPR, “VivoPower”), announced today 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 value of the proposed merger between Tembo and CCTS?

The proposed merger between Tembo e-LV B.V. and Cactus Acquisition I (CCTS) is valued at US$838 million.

When is the new deadline for the exclusive heads of agreement between Tembo and CCTS?

The new deadline for the exclusive heads of agreement between Tembo and CCTS has been extended to August 31, 2024.

Why did VivoPower (VVPR) extend the exclusivity period for the Tembo-CCTS merger?

VivoPower extended the exclusivity period to allow Tembo additional time to consummate a material transaction, update disclosures, and finalize the definitive business combination agreement and independent fairness opinion.

What is Tembo's relationship to VivoPower International PLC (VVPR)?

Tembo e-LV B.V. is an electric vehicle subsidiary of VivoPower International PLC (Nasdaq: VVPR).