VivoPower Provides Further Updates with Respect to Non-Binding US$180 Million Takeover Proposal and Business Unit Spin-Offs

Rhea-AI Summary

VivoPower International (Nasdaq: VVPR) has received an amended non-binding takeover proposal from Energi Holdings, an Abu Dhabi-based energy solutions company. The revised proposal aims to acquire 80% of VivoPower's unaffiliated free float shares, making Energi the largest shareholder.

The deal includes support for two significant spin-offs:

• Tembo SPAC merger with an equity value of $838 million, expected to close in Q2 2025
• Caret Digital spinoff with an implied market cap of $250 million, planned for direct listing on Nasdaq or NYSE American

Shareholders will receive 5 Caret Digital shares for each VivoPower share held. Caret Digital will focus on cryptocurrency mining, specifically Dogecoin (DOGE), with plans to convert mined DOGE into Bitcoin at a market discount. The transaction remains subject to due diligence and definitive agreement.

Positive

• Proposed $180M takeover offer values company significantly
• Tembo SPAC merger valued at $838M
• Caret Digital spinoff with $250M implied market cap
• 5:1 share distribution ratio for Caret Digital spinoff
• Strategic expansion into cryptocurrency mining through Caret Digital

Negative

• Takeover offer is non-binding and subject to due diligence
• 80% reduction in free float could impact stock liquidity
• Cryptocurrency mining strategy carries significant market volatility risks

Insights

Financial Analyst

The proposed transaction represents a potentially transformative opportunity for VivoPower shareholders, given the significant value disparity between the current $29.3 million market cap and the proposed deals. Energi's amended $180 million takeover offer for 80% of unaffiliated free float shares effectively values the company substantially above current trading levels.

What's particularly compelling is the structure of this deal - Energi becomes the majority shareholder while supporting two substantial spin-offs that could unlock tremendous shareholder value. The Tembo SPAC transaction at $838 million equity value and Caret Digital spin-off at $250 million implied market cap represent potential combined value of $1.09 billion - approximately 37 times VivoPower's current market capitalization.

For existing shareholders, the 5:1 distribution ratio for Caret Digital shares presents a significant potential upside. This spin-off strategy allows VivoPower to separate its crypto mining operations (with focus on Dogecoin mining and Bitcoin conversion) from its core business, potentially creating more focused investment vehicles with clearer value propositions.

However, investors should note the preliminary nature of these arrangements. The takeover remains subject to due diligence and definitive agreements, introducing execution risk. The expected Q2 2025 timeline for the Tembo SPAC merger provides a reasonably clear timeframe, but as with all such complex transactions, delays are possible.

Corporate Strategist

This restructuring represents a sophisticated corporate strategy to unlock value from VivoPower's diverse business units. By keeping the parent company publicly listed while spinning off Tembo and Caret Digital, management is creating distinct investment vehicles that can attract capital based on their specific merits rather than as part of a conglomerate structure.

The Tembo electric vehicle conversion business, valued at $838 million through the SPAC merger, will gain independent access to capital markets and strategic focus. Meanwhile, the Caret Digital spin-off creates a pure-play cryptocurrency mining operation targeting the arbitrage opportunity between Dogecoin mining economics and Bitcoin accumulation.

Energi Holdings' involvement adds another strategic dimension. As an established energy solutions company with $1 billion in revenue and international operations across multiple continents, they bring substantial resources and potentially valuable synergies to VivoPower's remaining operations.

The model being employed here - retaining the parent company while spinning off business units and bringing in a strategic investor - maximizes optionality for current shareholders. Rather than a complete buyout where shareholders would exit entirely, this approach gives them continued participation in the core business plus stakes in two potentially high-growth spin-offs. This strategic realignment should create more focused entities with clearer investment theses, potentially leading to higher combined valuations than the current conglomerate structure.

VivoPower to remain listed on Nasdaq and spin-off Tembo and Caret Digital as part of a revised US$180 million takeover proposal

Energi Holdings has amended takeover proposal to be a proportional offer to acquire 80% of the unaffiliated free float shares of VivoPower, subject to completion of due diligence

VivoPower free float shares would consequentially be reduced by 80% with Energi Holdings becoming the largest shareholder

Energi to be supportive of two VivoPower business spin-offs: Tembo SPAC merger with an equity value of $838 million and Caret Digital spinoff with an implied market cap of $250 million

LONDON, April 09, 2025 (GLOBE NEWSWIRE) -- VivoPower International PLC (Nasdaq: VVPR) ("VivoPower" or the "Company") announced today that Energi Holdings Limited (“Energi”) has amended its non-binding takeover proposal to be a proportional offer to acquire 80% of the unaffiliated free float shares of VivoPower. Energi would consequentially become the largest and majority shareholder of VivoPower, whilst the unaffiliated free float would reduce by 80%.

Energi also agreed that it will be supportive of VivoPower’s plans to complete the Tembo SPAC transaction and the Caret Digital spin-off.

This announcement represents a clarification update on the prior unsolicited, non-binding all-cash offer made by Energi to acquire all non-affiliated free float shares of VivoPower. Energi is an Abu Dhabi-headquartered energy solutions company established in 2014. Energi has US$1 billion of revenues and offices in the Middle East, Africa, South Asia, Europe, and Southeast Asia (www.energi.ae) The proposed transaction is subject to, among other things, satisfactory completion of due diligence and the negotiation and execution of a definitive transaction document. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated on the terms currently contemplated, or at all.

Tembo SPAC

VivoPower continues to work closely with CCTSF (“Cactus Acquisition Corp. 1 Limited”), a Cayman Islands-exempted special purpose acquisition company (SPAC), to progress towards a closing of the previously announced business combination with Tembo by Q2, calendar 2025.

Caret Digital IPO

VivoPower plans to spin out Caret Digital through a direct listing IPO on either the Nasdaq or NYSE American market. It is proposed that VivoPower shareholders at a record date to be advised will be entitled to receive five (5) shares of Caret Digital for each VivoPower share held. The implied market capitalisation for Caret Digital is $250 million (subject to change based on market conditions and other factors). Caret Digital’s strategy will initially focus on cryptocurrency mining, with an emphasis on mining Dogecoin (DOGE). Leveraging DOGE mining economics, the company will convert mined DOGE into Bitcoin (BTC), securing BTC at an effective discount to its current market price.

About VivoPower 

Established in 2014 and listed on Nasdaq since 2016, VivoPower is an award-winning global sustainable energy solutions B Corporation company focussed on electric solutions for off-road and on-road customised and ruggedised fleet applications as well as ancillary financing, charging, battery and microgrids solutions. VivoPower’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.

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, the ability for the parties to consummate the transaction described in this communication, 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.

Contact 
Shareholder Enquiries 
shareholders@vivopower.com 

FAQ

What is the value of Energi Holdings' takeover offer for VivoPower (VVPR)?

Energi Holdings has proposed a US$180 million takeover offer to acquire 80% of VivoPower's unaffiliated free float shares.

How will the Caret Digital spinoff benefit VVPR shareholders?

Shareholders will receive 5 Caret Digital shares for each VivoPower share held, with Caret Digital having an implied market cap of $250 million.

What is the equity value of VivoPower's Tembo SPAC merger?

The Tembo SPAC merger has an equity value of $838 million and is expected to close in Q2 2025.

What is Caret Digital's business strategy after the VVPR spinoff?

Caret Digital will focus on cryptocurrency mining, specifically mining Dogecoin and converting it to Bitcoin at a market discount.

When is the Tembo SPAC merger expected to close?

The Tembo SPAC merger is expected to close by Q2 of calendar year 2025.