The Nasdaq-listed B Corp, VivoPower International PLC (Nasdaq:
VVPR, “VivoPower”), announced today that its electric vehicle
subsidiary, Tembo e-LV B.V. (“Tembo”), has agreed to a further one
month extension of its exclusive heads of agreement with
Nasdaq-listed Cactus Acquisition Corporation I (Nasdaq: CCTS,
CCTSW, CCTSU, “CCTS”) to 31 August 2024.
The extension is intended to provide additional
time for Tembo to consummate a material transaction and update
disclosures before finalising a definitive business combination
agreement relating to the proposed transaction as well as the
independent fairness opinion.
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 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, construction, infrastructure,
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
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.
Additional Information and Where to Find It
If a definitive business combination agreement
relating to the proposed transaction is executed, a full
description of the terms of the transaction will be included in a
registration statement on Form F-4 (the “Registration Statement”),
which will include a proxy statement/prospectus, to be filed with
the U.S. Securities and Exchange Commission (the “SEC”).
Shareholders of CCTS and other interested persons are advised to
read, when available, the Registration Statement, including the
preliminary proxy statement/prospectus, any amendments thereto and
the definitive proxy statement/prospectus. CCTS, Tembo and
VivoPower may also file other documents with the SEC regarding the
proposed transaction. The definitive proxy statement/prospectus
will be sent to the shareholders of CCTS as of the record date
established for voting on the proposed transaction and will contain
important information about CCTS, VivoPower, Tembo, the proposed
transaction and other related matters. Shareholders of CCTS and
other interested persons will be able to obtain copies of the
Registration Statement, including the preliminary proxy
statement/prospectus contained therein, the definitive proxy
statements/prospectus and the other documents filed or that will be
filed with the SEC in connection with the proposed transaction,
without charge, once available, at the SEC’s website at
www.sec.gov.
Participants in the Solicitation
CCTS, Tembo, VivoPower 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, and a description of their
interests in 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
transaction 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.
Contact
Shareholder Enquiries
shareholders@vivopower.com
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