Tembo E-LV B.V. (“Tembo”), a subsidiary of Nasdaq-listed B
Corporation, VivoPower International PLC (Nasdaq: VVPR)
(“VivoPower”), today announced that it has executed a definitive
Business Combination Agreement (“BCA”) with Cactus Acquisition
Corp. 1 Limited, a Cayman Islands exempted special purpose
acquisition company (Nasdaq: CCTS, CCTSW, CCTSU) (“CCTS”).
The BCA assigns a pro forma enterprise value to
the combination of Tembo and CCTS, assuming no redemptions by CCTS
public shareholders at or before closing of US$904 million and
precludes any further direct investment into Tembo.
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.
The parties expect a registration statement on
Form F-4 to be filed with the U.S. Securities and Exchange
Commission (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 calendar year 2024.
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.
Advisors
Chardan is acting as exclusive financial and
capital markets advisor to VivoPower and Tembo. White & Case
LLP is serving as U.S. legal advisor to VivoPower and Tembo;
NautaDutilh N.V. is serving as Dutch legal counsel to VivoPower and
Tembo. Ellenoff Grossman & Schole LLP is serving as U.S. legal
advisor to CCTS; De Metz Advocaten N.V. is serving as Dutch counsel
to CCTS.
About Tembo
Tembo electric utility vehicles (EUVs) are a
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. Its core purpose is to provide safe and reliable
electrification solutions for utility vehicle fleet owners, helping
to perpetuate useful life, reduce costs, maximise return on assets,
meet ESG goals and seeks to further the circular economy. Tembo is
a subsidiary of VivoPower, a Nasdaq listed B
Corporation.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 Cactus Acquisition
Corp.
Cactus Acquisition Corp. 1 Limited is a blank
check company formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganisation or
similar business combination.
Forward-Looking Statements
The information in this press release includes
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “may,” “will,” “expect,”
“continue,” “should,” “would,” “anticipate,” “believe,” “seek,”
“target,” “predict,” “potential,” “seem,” “future,” “outlook” or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters, but the
absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements include, but are
not limited to, statements regarding estimates and forecasts of
financial and performance metrics and projections of market
opportunity and market share; references with respect to the
anticipated benefits of the proposed Business Combination and the
projected future financial performance of CCTS, Tembo and Pubco
following the proposed Business Combination; changes in the market
for Tembo’s products and services and expansion plans and
opportunities; Tembo’s ability to successfully execute its
expansion plans and business initiatives; ability for Tembo to
raise funds to support its business; the sources and uses of cash
of the proposed Business Combination; the anticipated
capitalization and enterprise value of Pubco following the
consummation of the proposed Business Combination; the projected
technological developments of Tembo and its competitors; ability of
Tembo to control costs associated with operations; the ability to
manufacture efficiently at scale; anticipated investments in
research and development and the effect of these investments and
timing related to commercial product launches; and expectations
related to the terms and timing of the proposed Business
Combination. These statements are based on various assumptions,
whether or not identified in this press release, and on the current
expectations of VivoPower’s, Tembo’s and CCTS’s management and are
not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the
control of Tembo, CCTS, VivoPower and Pubco. These forward-looking
statements are subject to a number of risks and uncertainties,
including the occurrence of any event, change or other
circumstances that could give rise to the termination of the
Business Combination Agreement, the risk that the Business
Combination disrupts current plans and
operations as a result of the announcement and consummation of the
transactions described herein; the inability to recognize the
anticipated benefits of the Business Combination; the ability to
obtain or maintain the listing of the Pubco’s securities on The
Nasdaq Stock Market, following the Business Combination, including
having the requisite number of shareholders and free trading
shares; costs related to the Business Combination; changes in
domestic and foreign business, market, financial, political and
legal conditions; risks relating to the uncertainty of certain
projected financial information and other forecasts with respect to
Tembo; Tembo’s ability to successfully and timely develop,
manufacture, sell and expand its technology and products, including
implementing its growth strategy and satisfactory fulfillment of
existing orders; Tembo’s ability to adequately manage any supply
chain risks, including the purchase of a sufficient supply of
critical components incorporated into its product offerings; risks
relating to Tembo’s operations and business, including information
technology and cybersecurity risks, failure to adequately forecast
supply and demand, including order volume and fulfillment, loss of
key customers or distribution relationships and deterioration in
relationships between Tembo and its employees; Tembo’s ability to
successfully collaborate with business partners; demand for Tembo’s
current and future offerings; risks that orders that have been
placed for Tembo’s products are cancelled or modified; risks
related to increased competition; risks relating to potential
disruption in the transportation and shipping infrastructure,
including trade policies and export controls; risks that Tembo is
unable to secure or protect its intellectual property; risks of
product liability or regulatory lawsuits relating to Tembo’s
products and services; risks that Pubco experiences difficulties
managing its growth and expanding operations; the inability of the
parties to successfully or timely consummate the proposed Business
Combination, including the risk that any required shareholder or
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed Business
Combination; the outcome of any legal proceedings that may be
instituted against Tembo, VivoPower, CCTS, Pubco or others
following announcement of the proposed Business Combination and
transactions contemplated thereby; the ability of Tembo to execute
its business model, including market acceptance of its planned
products and services and achieving sufficient production volumes
at acceptable quality levels and prices; technological improvements
by Tembo’s peers and competitors; and those risk factors discussed
in documents of Pubco, VivoPower and CCTS filed, or to be filed,
with the SEC. If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be
additional risks that none of VivoPower, Tembo or CCTS presently
know or that VivoPower, Tembo or CCTS currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect VivoPower’s, Tembo’s or CCTS’s
expectations, plans or forecasts of future events and views as of
the date of this press release. VivoPower, Tembo, CCTS and Pubco
anticipate that subsequent events and developments will cause
VivoPower’s, Tembo’s or CCTS’s assessments to change. However,
while VivoPower, Tembo, CCTS and Pubco may elect to update these
forward-looking statements at some point in the future, VivoPower,
Tembo, CCTS and Pubco specifically disclaim any obligation to do
so. Investors are referred to the most recent reports filed with
the SEC by VivoPower and CCTS. Investors are cautioned not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made, and we undertake no obligation to update
or revise the forward-looking statements, whether as a result of
new information, future events or otherwise.
Additional Information and Where to Find
It
The Registration Statement to be filed by Pubco
with the SEC will include a preliminary proxy statement of CCTS and
a prospectus of Pubco in connection with the proposed Business
Combination. The definitive proxy statement and other relevant
documents will be mailed to shareholders of CCTS as of a record
date to be established for voting on the proposed Business
Combination.
SHAREHOLDERS OF CCTS AND OTHER INTERESTED
PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY
STATEMENT, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY
STATEMENT IN CONNECTION WITH CCTS’S SOLICITATION OF PROXIES FOR THE
EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO
APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION ABOUT CCTS, TEMBO, PUBCO AND THE
BUSINESS COMBINATION.
Shareholders will also be able to obtain copies
of the Registration Statement and the proxy statement/prospectus,
without charge, once available, on the
SEC’s website at www.sec.gov or by directing a
request to CCTS at Cactus Acquisition Corp. 1 Ltd, 4B Cedar Brook
Drive, Cranbury, NJ 08512, telephone: (609) 495-2222.
Participants in the
Solicitation
Tembo, VivoPower, CCTS, Pubco 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 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 Business
Combination 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.
ContactShareholder
Enquiriesshareholders@vivopower.com
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