VivoPower International PLC (Nasdaq: VVPR) (“Vivopower” or the
“Company”) is pleased to announce that the Company has entered into
a non-binding letter of intent to acquire 100% ownership of Bensley
Auto Investments Pty Ltd, the parent company of GB Auto Group Pty
Limited and GB Electric Vehicles Pty Ltd (collectively, “GB Auto”).
GB Auto is currently VivoPower’s exclusive distributor of the Tembo
e-LV Electric Cruiser and Electric HLX, and Tembo electric vehicle
conversion kits, in Australia.
GB Auto is a highly respected leader in the
provision of services, products and technology to fleet, heavy
vehicle and mobile equipment operators in the mining, construction,
transport and agriculture industries across Australia. Operating
for over 35 years, with 130 employees and a fleet of 70 vehicles it
has six branches in New South Wales, Australia, including a
purpose-built electric vehicle facility that was opened earlier
this year. GB Auto’s personnel provide maintenance, repairs and
installations across five core areas of electric vehicles, auto
electrical, air conditioning, light and heavy mechanical, and fire
suppression. Its customer base includes multinational mining and
construction companies such as BHP, Newcrest, Glencore, Peabody and
Lendlease Samsung Bouygues, as well as original equipment
manufacturers (“OEMs”) including Komatsu Australia, Westrac
Caterpillar, Epiroc, Hitachi Construction Machinery and Liebherr
Australia.
For its fiscal year ended June 30, 2021, GB Auto
generated USD$22.3 million in revenue (unaudited), Adjusted EBITDA
of USD$2.1 million1 and Net Income of USD$0.4 million (unaudited).
The purchase consideration will be USD$7.6 million on a cash free
debt free basis, with 75% to be paid in cash (expected to be funded
from existing and new asset financing facilities) and 25% to paid
in VivoPower ordinary shares upon closing. This represents an
Adjusted EBITDA multiple of 3.6x.VivoPower is finalizing due
diligence and is in the process of completing definitive documents
with the shareholders of GB Auto, as well as negotiating
acquisition financing facilities. The Company anticipates entering
into a definitive agreement with the shareholders of GB Auto and
plans to disclose the terms of such definitive agreement when and
if executed. The Company is working to close the transaction on, or
before February 28, 2022.
Kevin Chin, Executive Chairman and CEO of
VivoPower commented:
“We are looking forward to welcoming the entire
GB Auto team to VivoPower having worked closely together over the
past 12 months on our mission to electrify vehicle fleets in mining
and other industries across Australia. GB Auto is a natural fit for
VivoPower and we expect the acquisition to be both strategically
and financially accretive for VivoPower as it deepens verticals
within the Tembo business line.”
About VivoPower
VivoPower is a sustainable energy solutions
company focused on electrification solutions for customized and
ruggedized fleet applications, and solar and critical power
technology and services. The Company's core purpose is to provide
its customers with turnkey decarbonization solutions that enable
them to move toward net zero carbon status. VivoPower is a
certified B Corporation with operations in Australia, Canada, the
Netherlands, the United Kingdom, the United States and the United
Arab Emirates.
About GB
Auto
GB Auto is a leading provider of services,
products and technology to fleet, heavy vehicle and mobile
equipment operators in the mining, construction, transport and
agriculture industries. With six branches in New South Wales,
Australia, it is a trusted advisor to OEMs, asset owners and
contractors, providing maintenance, repairs and installations
across five core areas of electric vehicles, auto electrical, air
conditioning, light and heavy mechanical, and fire suppression.
All trademarks referenced herein are the
property of their respective owners.
Forward-Looking Statements
This communication includes certain statements
that may constitute “forward-looking statements” for purposes of
the United States federal securities laws. Forward-looking
statements include, but are not limited to, statements that refer
to projections, forecasts or other characterizations 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 potential timing and completion of
the GB Auto acquisition including finalizing due diligence and
negotiations with the shareholders of GB Auto and the formal
execution of and entry into definitive documents with the
shareholders of GB Auto, and the anticipated benefits of the GB
Auto acquisition. 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.
1 Adjusted EBITDA is a non-GAAP measure that is defined as
earnings before interest, tax expense, depreciation and
amortization, as further adjusted to exclude non-recurring set up
costs relating to the Tembo electric vehicles project, one off
gains on the sale of fleet, COVID-19 related government subsidies
and derecognition of contingent liabilities that have been deemed
by GB Auto to not be payable.
Contact
Investor Relations
shareholders@vivopower.com
Media Enquiries
vivopower@secnewgate.co.uk
Sophie Morello / Jessica Hodson Walker / Richard Bicknell
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