Tembo E-LV Progresses Business Combination Agreement with CCTS at a Combined Enterprise Value Of US$904m

Business Combination Agreement with CCTS originally announced in August 2024

Combined pro forma enterprise value of US$904m assumes no public trust redemptions for CCTS

Parties working to close the transaction by Q2, calendar 2025

LONDON, March 21, 2025 (GLOBE NEWSWIRE) -- Tembo E-LV B.V. (“Tembo”), a subsidiary of Nasdaq-listed B Corporation, VivoPower International PLC (Nasdaq: VVPR) ("VivoPower" or the "Company"), today announced that it is working closely with CCTS (“Cactus Acquisition Corp. 1 Limited”), a Cayman Islands exempted special purpose acquisition company to progress towards a closing of the Business Combination by Q2, calendar 2025.

The parties originally announced a Business Combination Agreement (“BCA”) in August 2024 with an original target of closing the Business Combination by the end of calendar 2024. However, as a consequence of new rules relating to special purpose acquisition company transactions, the parties took the opportunity to work with respective counsel to review the transaction structure. This has now been completed, and work has resumed in relation to finalization of the registration statement on Form F-4, to be filed with the U.S. Securities and Exchange Commission (SEC). 

The parties expect a registration statement on Form F-4 to be filed shortly with the SEC in connection with the proposed transaction (the “Business Combination”), which they are working to close, subject to satisfaction (or waiver, as applicable) of closing conditions, including, without limitation, the completion of the SEC review process and approval of the transaction by CCTS shareholders, prior to the end of Q2, 2025.

The BCA was entered into by the parties following due diligence and receipt by the CCTS board of directors of a fairness opinion from an independent third party.

In connection with the Business Combination, the parties will submit to Nasdaq an application to list the securities of a newly formed company (“Tembo Group”) established in connection with the transaction on Nasdaq.

About VivoPower 

Established in 2014 and listed on Nasdaq since 2016, VivoPower is an award-winning global sustainable energy solutions B Corporation company focused on electric solutions for off-road and on-road customized and ruggedized fleet applications as well as ancillary financing, charging, battery and microgrids solutions. VivoPower’s core purpose is to provide its customers with turnkey decarbonization 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 a 100% electric solution for ruggedized and/or customized applications for fleet owners in the mining, agriculture, energy utilities, defense, police, construction, infrastructure, government, humanitarian, and game safari industries. Tembo provides safe, high-performance off-road and on-road electric utility vehicles. Its core purpose is to provide safe and reliable electrification solutions for utility vehicle fleet owners, helping to perpetuate useful life, reduce costs, maximize return on assets, meet ESG goals, and seeks to further the circular economy. Tembo is a subsidiary of VivoPower, a Nasdaq-listed B Corporation.

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 characterizations 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.

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