VivoPower International PLC Announces Intent to Spin-Off of Caret Digital via a Direct Listing on Nasdaq and Dividend Share Distribution
VivoPower subsidiary, Caret Digital, to be spun off via a direct Nasdaq listing
VivoPower shareholders as of a future record date, to receive 5 Caret Digital dividend shares per VivoPower share held
Implied market capitalisation of $250m (subject to change depending on market conditions and quantum of capital raising)
Caret Digital to focus on Dogecoin (DOGE) mining with BTC conversion to optimize returns and yield
LONDON, March 20, 2025 (GLOBE NEWSWIRE) -- VivoPower International PLC (NASDAQ:VVPR) ("VivoPower" or the "Company") announced today that it has engaged advisors to support in executing its plan to spin off its subsidiary, Caret LLC ("Caret Digital"), through a direct listing on the Nasdaq Stock Market ("Nasdaq").
The decision to effectuate a spin off via a direct listing rather than a reverse merger is based on expediency and efficiency in relation to cost and timeline, as well as the ability to more readily distribute dividend shares to VivoPower shareholders. Furthermore, this avoids the complexities of a reverse listing into a Canadian or other non-Nasdaq listed shell company as previously considered.
It is proposed that VivoPower shareholders as at a future record date, will be entitled to receive five (5) shares of Caret Digital for each VivoPower share held. The implied market capitalisation is $250m (which is subject to change based on market conditions and other factors). Additionally, Caret Digital intends to raise $10 million from strategic investors as part of the transaction to support growth plans.
Caret Digital's strategy will initially focus on cryptocurrency mining, with an emphasis on mining Dogecoin (DOGE) as previously announced. Leveraging DOGE mining economics, the company will convert mined DOGE into Bitcoin (BTC), securing BTC at an effective discount (based on current DOGE mining economics), which will then allow it to execute on strategies to optimise BTC yield and returns.
The spin-off plan was previously approved by VivoPower shareholders at the Company's Annual General Meeting held in December 2023. Furthermore, at the Annual General Meeting in December 2024, shareholders authorized the Company to proceed with mergers or divestments, as deemed appropriate, in alignment with the Company's strategic objectives.
As part of the planned spin-off, there can be no assurances that VivoPower will consummate the proposed transaction on the terms currently contemplated, or at all, as it will be subject to market conditions.
About VivoPower
Established in 2014 and listed on Nasdaq since 2016, VivoPower is an award-winning global sustainable energy solutions B Corporation company focussed on electric solutions for off-road and on-road customised and ruggedised fleet applications as well as ancillary financing, charging, battery and microgrids solutions. VivoPower'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 Caret Digital
Caret, LLC (trading as Caret Digital), a wholly owned subsidiary of VivoPower, and has a Power-to-X strategy involving the development of renewable power infrastructure that is vertically integrated with high energy consumption use cases. In the first phase of its Power-to-X strategy, Caret Digital is building up capacity and infrastructure to mine DOGE coin, aligning with the growing demand for sustainable blockchain operations.
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 and Caret'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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