– Provides Update on Timing of Extraordinary
General Meetings
– VivoPower Provides Earnings Forecast
Update
Arowana Inc. (“ARWA”) (NASDAQ: ARWA, ARWAU, ARWAR, ARWAW), a
public investment vehicle formed for the purpose of effecting a
merger, acquisition or similar business combination, and VivoPower
International PLC (“VivoPower”), a global solar power company,
announced today that they have amended the contribution agreement
pursuant to which ARWA will contribute cash held in its trust
account to VivoPower in exchange for ordinary shares of
VivoPower.
VivoPower is a global next generation solar power company that
operates a build, transfer, operate model to establish an installed
solar power asset base in a capital efficient manner. VivoPower
intends to leverage this asset base to sell distributed generation
power and manage data driven energy services for commercial,
industrial and government customers. VivoPower has offices and
personnel in the United Kingdom, the United States, Australia and
across Asia. VivoPower is currently wholly owned by Arowana
International Limited (ASX: AWN), an Australian company affiliated
with certain of ARWA’s officers and directors (“AWN”).
Summary of Amendments
The material terms of the contribution agreement were amended as
follows:
- The maximum number of ARWA ordinary
shares as to which ARWA shareholders may exercise their conversion
rights under the contribution agreement was increased from
2,732,400 shares to 6,127,200 shares. Accordingly, the minimum
amount of cash ARWA is required to contribute to VivoPower was
decreased from $56,585,520 to $21,958,560 (less certain fees and
expenses incurred by ARWA) and the minimum number of shares
VivoPower is required to deliver to ARWA in exchange for such
minimum contribution was decreased from 9,444,950 to
6,050,150.
- To the extent that more than
$21,958,560 remains in ARWA’s trust account after payments to ARWA
ordinary shareholders who properly exercise their conversion
rights, ARWA will use the excess funds to purchase additional
ordinary shares from VivoPower. However, VivoPower will in turn
utilize those funds to repurchase VivoPower ordinary shares from
AWN only to the extent that more than $56,585,520 remains in ARWA’s
trust account after such conversion payments, the same conditions
that would have resulted in such repurchases pursuant to the
contribution agreement as in effect prior to the amendment.
- In connection with the transactions
contemplated by the contribution agreement (the “Transactions”),
VivoPower will acquire certain businesses, including Aevitas O
Holdings Pty Ltd (“OptionCo”). The consummation of these
acquisitions (the “Contingent Acquisitions”) is conditional on the
closing of the Transactions. In addition, as soon as practical
after the closing of the Transactions and the Contingent
Acquisitions, OptionCo will acquire over 99% of Aevitas Group
Limited (“Aevitas”). The acquisition of Aevitas in turn would have
triggered the repurchase or redemption of certain outstanding
unsecured notes and convertible non-cumulative preference shares of
Aevitas. Under the amendment, however, the notes and preference
shares will remain outstanding on mutually agreed terms and will be
redeemable for ordinary shares of VivoPower, in accordance with
their terms. Furthermore, under the amendment, it is a condition to
the parties’ obligations to consummate the Transactions that the
notes and preferred shares be amended in order to effectuate the
changes described above.
The description of the amendment, the contribution agreement and
the Transactions that is contained herein is only a summary and is
qualified in its entirety by reference to the amendment and the
contribution agreement relating to the Transactions, a copy of
which will be filed by ARWA with the SEC as an exhibit to a Current
Report on Form 8-K. Interested parties should visit the SEC website
at www.sec.gov.
Extension Meeting and Business Combination Meeting
ARWA is scheduled to hold an extraordinary general meeting of
its shareholders on November 3, 2016 (the “Extension Meeting”) to
consider and vote on proposals that will extend the time that ARWA
has to complete the proposed business combination with VivoPower
until January 9, 2017 (the “Extension”). The record date for the
Extension Meeting is October 7, 2016.
ARWA also sent notice to its shareholders and warrantholders of
a separate extraordinary general meeting of its shareholders and an
extraordinary general meeting of its warrantholders to be held on
November 3, 2016 (the “Business Combination Meetings”) to consider
and vote on proposals to approve the business combination with
VivoPower and certain related matters. ARWA has determined to
postpone the Business Combination Meetings. If the Extension is
approved, the Business Combination Meetings will be rescheduled and
a new record date for such meetings will be set.
Earnings Forecast Update
VivoPower previously projected $18.0 million Adjusted EBITDA for
the year ending March 31, 2017 for the post-closing combined group.
VivoPower now estimates Adjusted EBITDA for such period for the
post-closing combined group of between $18.0 million and $20.0
million. The new estimate, which is based on the outlook for
VivoPower’s existing projects, and the business’ pipeline of
projects, is subject to risks and uncertainties, including general
market conditions, the performance of the business’ existing
projects and the rate of pipeline conversion. VivoPower is
providing the adjusted forecast solely for information purposes,
and expects to continue to present an estimate of $18.0 million
Adjusted EBITDA for the year ending March 31, 2017 for the
post-closing combined group in the proxy statement/prospectus to be
used in connection with the business combination and in their other
filings with the Securities and Exchange Commission.
About VivoPower
VivoPower is a global next generation solar power company that
operates a build, transfer, operate model to establish an installed
solar power asset base in a capital efficient manner. VivoPower
intends to leverage this asset base to sell distributed generation
power and manage data driven energy services for commercial,
industrial and government customers.
VivoPower aggregates small and medium sized solar PV projects
underpinned by long term power purchasing agreements and then
arranges corporate and project financing, engineering design,
equipment procurement and project manages the build of such solar
PV projects for asset owners. VivoPower also provides power support
services (encompassing operations, maintenance and optimisation)
under long term contracts with the asset owners so as to maximise
the performance and value of solar PV assets. AWN is the sole
shareholder of VivoPower.
About ARWA
ARWA was incorporated in the Cayman Islands on October 1, 2014
as a blank check company whose objective is to acquire, through a
merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business
combination, one or more businesses or entities. ARWA’s efforts to
identify a prospective target business are not limited to a
particular industry or geographic region of the world although it
is focusing on target businesses located in the Asia Pacific region
(with a particular emphasis on South East Asia and Australia)
operating in the energy (including solar and alternative energy)
industry, or target businesses in such industry operating outside
of those geographic locations which is believed would benefit from
expanding their operations to such locations.
ARWA, its directors and executive officers and EarlyBirdCapital,
Inc. may be deemed to be participants in the solicitation of
proxies for the extraordinary general meetings of ARWA shareholders
and warrantholders to be held to approve the Transactions.
Shareholders and warrantholders are advised to read the preliminary
proxy statement/prospectus and, when available, definitive proxy
statement/prospectus in connection with VivoPower’s issuance of
securities and ARWA’s solicitation of proxies for the extraordinary
general meetings, as well as the registration statement of which
the proxy statement/prospectus forms a part and any amendments or
supplements to the proxy statement/prospectus, because these
documents will contain important information. The definitive proxy
statement/prospectus will be mailed to shareholders and
warrantholders as of a record date to be established for voting on
the Transactions. Shareholders and warrantholders will also be able
to obtain a copy of the proxy statement/prospectus, without charge,
by directing a request to: Morrow Sodali, 470 West Avenue, Stamford
CT 06902, (800) 662-5200, ARWA.info@morrowco.com. These documents,
once available, can also be obtained, without charge, at the
Securities and Exchange Commission's internet site
(www.sec.gov).
Forward Looking Statements
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements regarding future financial
performance, future growth and future acquisitions. These
statements are based on ARWA’s and VivoPower’s managements’ 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: business conditions; changing interpretations of IFRS;
fluctuations in customer demand; management of rapid growth;
intensity of competition from other providers of products and
services; general economic conditions; geopolitical events and
regulatory changes; the possibility that the Transactions do not
close, including due to the failure to receive required shareholder
and/or warrantholder approvals or the failure of other closing
conditions; and other factors set forth in ARWA’s and VivoPower’s
filings with the Securities and Exchange Commission. The
information set forth herein should be read in light of such risks.
Neither ARWA nor VivoPower is under any 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.
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Transactions and shall not constitute an offer to
sell or a solicitation of an offer to buy the securities of ARWA or
VivoPower, nor shall there be any sale of any such securities in
any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction.
This communication is only being distributed to, and is only
directed at (i) persons who are outside the United Kingdom; or (ii)
persons having professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19(5) of the UK Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005; or (iii) high
net worth bodies corporate, unincorporated associations and
partnerships and trustees of high value trusts as described in
Article 49(2) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (all such persons in (i) to (iii)
above being referred to as "relevant persons"). The securities to
be offered in connection with the business combination are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such securities will be engaged in
only with relevant persons, and any person who is not a relevant
person should not rely on or act upon this communication.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161018006057/en/
Arowana Inc.Gary San HuiChief Financial Officer, Chief
Investment Officer and
Secretary+612-8083-9800investor.relations@arowanaco.com
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