VivoPower Announces Binding Heads Of Agreement To Merge Tembo Into Nasdaq Listed CCTS At An Indicative $838M Equity Value; CCTS Will Issue 83.8M Shares In Exchange For Tembo Shares At $10/Share

• Tembo E-LV ("Tembo"), a subsidiary of VivoPower International PLC ("VivoPower"), will merge with CCTS ("Cactus Acquisition Corp. 1 Limited"), a NASDAQ-listed company.
• Tembo will be the surviving entity and upon closing, will change its name to Tembo Group.
• CCTS has $25m of cash on its balance sheet, as of its last quarterly filing.
• VivoPower shareholders on the final record date will receive 5 Tembo Group shares for each 1 VivoPower share held.
• Final Business Combination Agreement, an independent fairness opinion to be finalised by early May 2024 with the merger targeted for completion by August 2024
  
   

LONDON, April 02, 2024 (GLOBE NEWSWIRE) -- 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:
  
  
  1. 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
  2. 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
  3. 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.