VivoPower Advances US$200 Million Tembo Transaction Following Completion of Second Phase of Due Diligence by Energi Holdings

Rhea-AI Summary

VivoPower International (NASDAQ: VVPR) announced significant progress in its US$200 million Tembo transaction as Energi Holdings completed the second phase of due diligence. The deal involves Energi acquiring a 51% stake in Tembo, valuing the enterprise at US$200 million. Energi Holdings, an Abu Dhabi-based global energy solutions company with US$1 billion in annual revenue, operates across multiple regions. Both parties have agreed to proceed with negotiating binding transaction documents for an early closing. Additionally, they support Tembo's merger with Cactus Acquisition Corp. 1 Ltd (CCTSF) for a separate public listing. VivoPower's board is evaluating options for the investment proceeds, including potential special dividends or capital return to shareholders.

Positive

• Proposed acquisition values Tembo at a significant US$200 million enterprise value
• Partnership with Energi Holdings, a substantial player with US$1 billion in annual revenues
• Potential special dividends or capital return to shareholders under consideration
• Additional value creation through planned separate public listing of Tembo via SPAC merger

Negative

• Dilution of VivoPower's ownership in Tembo to 49% after the transaction
• Transaction still subject to final negotiation and closing conditions

Energi Holdings proposes to acquire 51% of Tembo based on a total enterprise value of US$200 million

Parties now agree to work towards negotiating binding transaction documents with a view to early closing

Board concurrently evaluating special dividends and/or capital return to shareholders

LONDON, June 03, 2025 (GLOBE NEWSWIRE) -- VivoPower International PLC (NASDAQ: VVPR, “VivoPower” or the “Company”) today announced that Energi Holdings Limited (“Energi”) has advised the Company of the completion of the second phase of due diligence in connection with the previously disclosed Tembo proportional acquisition at a total enterprise value of US$200 million.

Energi, headquartered in Abu Dhabi, is a global energy solutions company with US$1 billion in annual revenues and operations spanning the Middle East, Africa, South Asia, Europe, and Southeast Asia (Energi).

Consequently, both parties now agree to work towards negotiating a final transaction structure and binding transaction documents with a view to an early closing. In addition, the parties have agreed that completion of the Tembo merger with Cactus Acquisition Corp. 1 Ltd (CCTSF) with the intention to complete a separate public listing of Tembo is in the best interests of both parties.

In accordance with previous announcements, the VivoPower board will concurrently evaluate the optimal use of investment proceeds, which may include the return of capital or the payment of a special dividend to shareholders.

About VivoPower

VivoPower International PLC (NASDAQ: VVPR) is undergoing a strategic transformation into the world’s first XRP-focused digital asset enterprise. The Company’s new direction centers on the acquisition, management, and long-term holding of XRP digital assets as part of a diversified digital treasury strategy. Through this shift, VivoPower aims to contribute to the growth and utility of the XRP Ledger (XRPL) by supporting decentralized finance (DeFi) infrastructure and real-world blockchain applications.

Originally founded in 2014 and listed on Nasdaq since 2016, VivoPower operates with a global footprint spanning the United Kingdom, Australia, North America, Europe, the Middle East, and Southeast Asia. An award-winning global sustainable energy solutions B Corporation, VivoPower has two business units, Tembo and Caret Digital. Tembo is focused on electric solutions for off-road and on-road customized and ruggedized fleet applications as well as ancillary financing, charging, battery and microgrids solutions. Caret Digital is a power-to-x business focused on the highest and best use cases for renewable power, including digital asset mining.

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.

Disclaimer

There can be no assurance that these discussions will lead to a definitive agreement or that any potential transaction will be consummated. The Company reserves the right to terminate discussions at any time and for any reason, without liability. Consequently, there is no assurance that any return of capital or special dividends will be forthcoming. Furthermore, the record date is subject to change.

Contact 
Shareholder Enquiries 
shareholders@vivopower.com 

FAQ

What is the enterprise value of the Tembo acquisition by Energi Holdings?

The Tembo acquisition is based on a total enterprise value of US$200 million, with Energi Holdings proposing to acquire a 51% stake.

Who is Energi Holdings and what are their annual revenues?

Energi Holdings is an Abu Dhabi-based global energy solutions company with US$1 billion in annual revenues, operating across the Middle East, Africa, South Asia, Europe, and Southeast Asia.

What are VivoPower's (VVPR) plans for the investment proceeds?

VivoPower's board is evaluating options for optimal use of investment proceeds, including potential return of capital or payment of special dividends to shareholders.

What is the status of Tembo's merger with Cactus Acquisition Corp?

Both parties have agreed that completing Tembo's merger with Cactus Acquisition Corp. 1 Ltd (CCTSF) for a separate public listing is in their best interests.

What is the current stage of the VivoPower-Energi Holdings deal?

Energi Holdings has completed the second phase of due diligence, and both parties are now proceeding to negotiate final transaction structure and binding documents for an early closing.