VivoPower’s Tembo executes combination agreement with Cactus Acquisition

Tembo E-LV, a subsidiary of VivoPower International (VVPR), has executed a definitive Business Combination Agreement with Cactus Acquisition Corp. 1 (CCTS). The BCA assigns a pro forma enterprise value to the combination of Tembo and CCTS, assuming no redemptions by CCTS public shareholders at or before closing of $904M and precludes any further direct investment into Tembo. The BCA was entered into by the parties following due diligence and receipt by the CCTS board of directors of a fairness opinion from an independent third party. The parties expect a registration statement on Form F-4 to be filed with the U.S. Securities and Exchange Commission in connection with the proposed transaction, which they are working to close, subject to satisfaction of closing conditions, including, without limitation, the completion of the SEC review process and approval of the transaction by CCTS shareholders, prior to the end of calendar year 2024. In connection with the Business Combination, the parties will submit to Nasdaq an application to list the securities of a newly formed company established in connection with the transaction on Nasdaq.