VivoPower's (VVPR) Tembo E-LV Executes a Definitive Merger Agreement with Cactus Acquisition Corp. 1 (CCTS)

Tembo E-LV B.V. (“Tembo”), a subsidiary of Nasdaq-listed B Corporation, VivoPower International PLC (Nasdaq: VVPR), today announced that it has executed a definitive Business Combination Agreement (“BCA”) with Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted special purpose acquisition company (Nasdaq: CCTS, CCTSW, CCTSU) (“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 US$904 million 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 (the “SEC”) in connection with the proposed transaction (the “Business Combination”), which they are working to close, subject to satisfaction (or waiver, as applicable) 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 (“Tembo Group”) established in connection with the transaction on Nasdaq.

Advisors

Chardan is acting as exclusive financial and capital markets advisor to VivoPower and Tembo. White & Case LLP is serving as U.S. legal advisor to VivoPower and Tembo; NautaDutilh N.V. is serving as Dutch legal counsel to VivoPower and Tembo. Ellenoff Grossman & Schole LLP is serving as U.S. legal advisor to CCTS; De Metz Advocaten N.V. is serving as Dutch counsel to CCTS.

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