Tembo, a global leader in utility vehicle electrification
(“Tembo”), and a subsidiary of VivoPower International PLC (NASDAQ:
VVPR, “VivoPower”), today announced it has entered into a binding
heads of agreement (“Agreement”) whereby it will exclusively
negotiate to consummate a business combination agreement to merge
with Cactus Acquisition Corp. 1 Limited (NASDAQ: CCTS, CCTSW,
CCTSU, “CCTS”), a special purpose acquisition company (“SPAC”).
Upon closing of a business combination, the combined company is
expected to remain NASDAQ-listed under the name “Tembo Group”.
Key Terms of the Agreement
- A business combination between CCTS and Tembo will be effected
through the merger of CCTS with and into Tembo, with Tembo
surviving the merger. Upon the closing of the acquisition, Tembo
will change its name to “Tembo Group”.
- CCTS will issue 83.8 million shares in exchange for Tembo
shares at $10 per CCTS share. This corresponds to a pre-money
indicative equity valuation of Tembo of $838
million.Contemporaneously with the closing of the transactions
contemplated by the BCA, VVPR will issue a dividend on a pro rata
basis to VVPR stockholders as follows:
- An amount equal to ten percent (10%) of the aggregate Merger
Consideration Shares (the “Tembo Dividend Shares”) to VivoPower
shareholders as at a record date of 30 April 2024 (First Record
Date); and
- An additional amount equal to another ten percent (10%) of the
aggregate Tembo Dividend Shares to VivoPower shareholders who were
registered on the record date of 30 April 2024 and still hold their
VVPR shares as at 30 June 2024 (Second Record Date); and
- The Tembo Dividend Shares will be subject to a lock up period
of 6 months post listing of Tembo Group.
A total of 16.76 million Tembo
Dividend Shares, representing 20% of the 83.8 million shares, will
be distributed to VVPR shareholders. VVPR shareholders will receive
indicatively 5 Tembo Dividend Shares for each VVPR share they hold,
assuming no further VVPR share issuance and warrants conversion
prior to the First Record Date and Second Record Date.
- The transaction is subject to final execution of a Business
Combination Agreement.An independent fairness opinion will also be
completed and filed together with the F-4.
- All cash remaining in CCTS’s Trust account immediately after
the closing of the business combination will be available to the
surviving entity for working capital, growth, and other general
corporate purposes.
- The Business Combination Agreement incorporating a fairness
opinion is expected to be completed in May 2024, whilst the
transaction is targeted to close in August 2024.
Additional information about the proposed
merger, including a copy of the merger agreement and other material
documentation will be filed with the SEC and available at
www.sec.gov. An S-4 registration statement will also be filed with
the SEC, which will contain a proxy statement/prospectus in
connection with the business combination.
Chardan Capital Markets LLC is acting as
financial advisor to VivoPower and Tembo on this transaction.
About Cactus Acquisition Corp. 1
Limited
Cactus Acquisition Corp. 1 Limited is a blank
check company formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination. For more information, visit
https://cactusac1.com
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, 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.
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, battery and microgrids, solar and critical power
technology and services. 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 in Australia, Canada, the Netherlands, the
United Kingdom, the United States, the Philippines, and the United
Arab Emirates.
Important Information About the Merger
and Where to Find It
In connection with the proposed Merger, CCTS
intends to file preliminary and definitive proxy statements with
the SEC. The preliminary and definitive proxy statements and other
relevant documents will be sent or given to the stockholders of
CCTS as of the record date established for voting on the proposed
Merger and will contain important information about the proposed
Merger and related matters. Stockholders of CCTS and other
interested persons are advised to read, when available, the
preliminary proxy statement and any amendments thereto and, once
available, the definitive proxy statement, in connection with
CCTS’s solicitation of proxies for the meeting of stockholders to
be held to approve, among other things, the proposed Merger because
the proxy statement will contain important information about CCTS
and the proposed Merger. When available, the definitive proxy
statement will be mailed to CCTS’s stockholders as of a record date
to be established for voting on the proposed Merger. Stockholders
will also be able to obtain copies of the proxy statement, without
charge, once available, at the SEC’s website at www.sec.gov or by
directing a request to: Cactus Acquisition Corp. 1 Ltd, 4B Cedar
Brook Drive, Cranbury, NJ 08512, telephone: (609) 495-2222.
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.
ContactShareholder
Enquiriesshareholders@vivopower.com
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