VivoPower to Add $10 Million Proforma EBITDA from Proposed Acquisition of 40MW+ Energized Norway Data Center Ready for Sovereign AI Pivot

Rhea-AI Summary

VivoPower (NASDAQ: VVPR) executed an exclusive heads of agreement to acquire an energized, operational >40MW data center facility in Norway powered by 100% renewable hydropower.

The deal is presented as highly accretive with an indicative $10 million proforma EBITDA and an implied valuation of ~$40 million (about 4x proforma EBITDA). Energy cost is cited below $0.035/kWh, and the site has a 50-year land lease. Funding is proposed via deferred vendor finance and a convertible preference share tranche with a $6.80 conversion price and 6% PIK coupon, conditional on shareholder approval in January 2026. Closing is expected in January 2026. VivoPower intends to repurpose the site toward a Sovereign AI Hub for LLM training and inference.

Positive

• Proforma EBITDA contribution of $10 million
• Implied acquisition valuation of ~$40 million (~4x EBITDA)
• Operational energized capacity of >40MW at closing
• Low-cost hydroelectric power $0.035/kWh
• 50-year land lease in place
• Transaction expected to restore group-level profitability post-close

Negative

• Deal funded partly via convertible preference shares at $6.80 conversion price
• Convertible tranche carries a 6% PIK coupon, increasing financing cost
• Funding conditional on shareholder approval in January 2026
• Additional 40MW expansion remains pending approval in 2026

News Market Reaction

-11.28% 2.4x vol

23 alerts

-11.28% News Effect

+8.1% Peak Tracked

-21.4% Trough Tracked

-$4M Valuation Impact

$33M Market Cap

2.4x Rel. Volume

On the day this news was published, VVPR declined 11.28%, reflecting a significant negative market reaction. Argus tracked a peak move of +8.1% during that session. Argus tracked a trough of -21.4% from its starting point during tracking. Our momentum scanner triggered 23 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $4M from the company's valuation, bringing the market cap to $33M at that time. Trading volume was elevated at 2.4x the daily average, suggesting increased selling activity.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Proforma EBITDA: $10 Million Implied valuation: $40 Million Conversion price: $6.80 +5 more

8 metrics

Proforma EBITDA $10 Million Expected addition from Norway data center acquisition

Implied valuation $40 Million Indicative 4x Proforma EBITDA for data center deal

Conversion price $6.80 Convertible preference share tranche for acquisition funding

PIK coupon 6% per annum Coupon on convertible preference shares

Operational capacity 40MW+ Energized Norway data center infrastructure

Additional capacity 40MW Earmarked for potential approval in 2026

Power cost $0.035/kWh Sub-$0.035/kWh hydropower cost at the site

Land lease term 50 years Existing lease for Norway data center site

Market Reality Check

Price: $2.06 Vol: Volume 679,983 is modestl...

normal vol

$2.06 Last Close

Volume Volume 679,983 is modestly elevated vs 20-day average 490,388 (relative volume 1.39x). normal

Technical Shares at $2.66 are trading below the 200-day MA of $4.19 and 70.05% under the 52-week high.

Peers on Argus

VVPR is up 9.02% while solar peers are mixed: FTCI up 2.4%, MAXN down 6.71%, oth...

VVPR is up 9.02% while solar peers are mixed: FTCI up 2.4%, MAXN down 6.71%, others flat-to-down. This points to company-specific drivers.

Historical Context

5 past events · Latest: Dec 29 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 29	Business combination	Positive	+9.0%	Tembo submits confidential Form F-4 advancing Nasdaq business combination with CCTS.
Dec 23	Strategic refocus	Positive	-5.6%	Refocus on Power-to-X with Sovereign AI compute and review of legacy solar assets.
Dec 15	Crypto mandate	Positive	-9.0%	Engagement to originate $300M Ripple shares, targeting $75M net return over 3 years.
Dec 15	AGM update	Neutral	-9.0%	AGM proceeds then adjourned amid advanced-stage material corporate transaction discussions.
Dec 12	JV agreement	Positive	+13.4%	Definitive JV with Lean Ventures for $300M Ripple shares with $75M expected fees.

Pattern Detected

Recent VVPR news often triggers large moves, with positive strategic updates sometimes met with negative reactions, indicating inconsistent alignment between news tone and price action.

Recent Company History

Over the last few weeks, VivoPower has issued multiple transformational updates. On Dec 12, a $300 million Ripple Labs JV drove a 13.39% gain. Subsequent crypto-related and AGM updates on Dec 15 coincided with twin -9.03% moves. A strategic refocus toward Sovereign AI infrastructure on Dec 23 saw shares fall 5.56%, yet the Tembo F-4 business combination milestone on Dec 29 aligned with a 9.02% rise. Today’s Norway data center acquisition fits this ongoing pivot to AI and digital infrastructure.

Regulatory & Risk Context

Active S-3 Shelf · $180,000,000

Shelf Active

Active S-3 Shelf Registration 2025-12-23

$180,000,000 registered capacity

An effective Form F-3 shelf filed on Dec 23, 2025 allows VivoPower to offer up to $180,000,000 in securities, providing flexibility to fund EV expansion, working capital, Ripple share purchases, crypto-mining rigs, other investments, acquisitions, and debt reduction.

Market Pulse Summary

The stock dropped -11.3% in the session following this news. A negative reaction despite accretive d...

Analysis

The stock dropped -11.3% in the session following this news. A negative reaction despite accretive deal terms would fit VVPR’s history of occasional divergence, where positive-sounding crypto and AI-related updates previously coincided with moves of up to -9.03%. The company remains below its 200-day MA of $4.19, and investors have recently reacted inconsistently to strategic shifts. With significant optionality from a $180,000,000 shelf registration, any sharp downside could also reflect concerns about future financing structures around acquisitions and AI infrastructure build-out.

Key Terms

proforma ebitda, convertible preference share, pik coupon, large language model, +4 more

8 terms

proforma ebitda financial

"Transaction anticipated to be highly accretive at an indicative 4X Proforma EBITDA"

Proforma EBITDA is a company’s reported profit measure that starts with operating earnings before interest, taxes and noncash accounting charges for things like equipment wear, then removes or adds one‑time or unusual items to show a ‘normalized’ operating cash performance. Investors use it like a cleaned‑up scorecard — to compare underlying business health and cash generation across periods or companies — but must watch what adjustments are included because they can make performance look better than raw results.

convertible preference share financial

"funded through a combination of deferred vendor finance and a convertible preference share tranche"

A convertible preference share is a special type of stock that pays its holder priority cash returns and has an option to be converted into ordinary shares at a set rate or time. Think of it like a hybrid between a fixed-income coupon and a future opportunity to become an owner: it gives steadier income and seniority if the company winds down, but can be swapped for common shares to share in growth, which can dilute existing owners. Investors care because it affects expected income, downside protection, and future ownership stakes.

pik coupon financial

"conversion price of $6.80 and PIK coupon of 6% per annum"

A PIK coupon is interest on a loan or bond that is paid not in cash but by adding more debt or equity to the borrower’s obligation—think of receiving IOUs instead of a cash paycheck. For investors, it matters because it preserves the borrower’s cash but increases the total amount owed or dilutes ownership, which can raise long-term risk even though the stated yield may look attractive today.

large language model technical

"This transition will support Large Language Model (LLM) training and inference"

A large language model is a computer system trained on vast amounts of text to understand and generate human-like writing, like a very well-read virtual assistant that can summarize, draft, translate, or answer questions. Investors care because it can change how businesses operate and compete—boosting productivity, cutting costs, or enabling new products—while also creating risks around accuracy, regulation, and security that can affect revenue and valuation.

hydropower technical

"AI readiness of the site attributable to already energized hydropower with a very low cost"

Hydropower is electricity generated by capturing the energy of moving water—like a modern water wheel—usually from rivers, dams or flowing streams. Investors care because hydropower projects are long-lived, can provide steady, low-cost electricity and predictable revenue like a reliable rental property, but they also require large upfront spending and face risks from changing rainfall, environmental rules and water-use disputes that can affect output and returns.

blockchain technical

"repurpose the facility from its current blockchain compute co-hosting business model"

A blockchain is a digital record-keeping system that securely stores information across many computers, making it difficult to alter or tamper with. Think of it like a shared, unchangeable ledger that everyone can see and verify, ensuring transparency and trust. For investors, this technology offers a way to securely track transactions and assets without relying on a central authority, potentially reducing costs and increasing security.

data center technical

"acquire an energized and operational 40MW+ data center infrastructure facility in Norway"

A data center is a secure facility that houses large numbers of computers, storage devices and networking gear that run, store and move digital information for businesses and online services. Investors treat data centers like modern warehouses: their occupancy, energy efficiency, connectivity and long-term service contracts drive steady revenue and capital needs, so changes in demand or costs can directly affect profitability and growth prospects.

sovereign ai technical

"repurpose the facility ... into a Sovereign AI Hub"

An AI system described as "sovereign" is built, hosted, or operated under a country’s legal and technical control so that data, code, and decision-making stay within that jurisdiction. For investors, sovereign AI matters because it affects which vendors can sell to governments or regulated industries, imposes compliance and infrastructure costs, and can create protected local markets—similar to a factory that must follow a nation’s building codes and can only sell to certain buyers.

AI-generated analysis. Not financial advice.

Transaction anticipated to be highly accretive at an indicative 4X Proforma EBITDA with an implied valuation of ~$40 Million

Exclusive heads of agreement in place for acquisition to be funded through a combination of deferred vendor finance and a convertible preference share tranche with $6.80 conversion price

Acquisition expected to return VivoPower to group-level profitable status post-closing

AI readiness of the site attributable to already energized hydropower with a very low cost at sub $0.035/kWh

LONDON, UK / OSLO, NORWAY, Dec. 30, 2025 (GLOBE NEWSWIRE) -- VivoPower International PLC (NASDAQ: VVPR) (“VivoPower” or the “Company”), a leading B Corp-certified global sustainable energy solutions group, is pleased to announce the execution of an exclusive heads of agreement to acquire an energized and operational 40MW+ data center infrastructure facility in Norway powered by 100% renewable hydroelectric energy.

With 40MW+ of operational energized capacity and an additional 40MW earmarked for potential approval in 2026, the facility is expected to serve as a strategic foundation platform for VivoPower’s Power-to-X strategy under the banner of Caret Digital. With high-density hydropower access at a cost below $0.035/kWh, a climate-advantaged Nordic location, and a 50-year land lease in place, VivoPower’s intention is to ultimately repurpose the facility from its current blockchain compute co-hosting business model into a Sovereign AI Hub. This transition will support Large Language Model (LLM) training and inference for local and global enterprise clients seeking carbon-neutral compute.

The convertible preference shares are expected to have a conversion price of $6.80 and PIK coupon of 6% per annum and should the transaction proceed, will be issued conditional upon VivoPower shareholder approval at a general meeting to be held in January 2026. This transaction is expected to close in January 2026.

About VivoPower

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 three business units, Tembo, Caret Digital and Vivo Federation. 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 microgrid solutions. Caret Digital is a power-to-x business focused on the highest and best use cases for renewable power, including digital asset mining. Vivo Federation is the digital asset arm of VivoPower focused on XRPL based real world blockchain applications and maintaining exposure to Ripple Labs shares and XRP tokens. Across Tembo, Caret Digital and Vivo Federation, VivoPower has assembled a differentiated platform spanning power, mobility, compute and digital infrastructure, which the Company is now aligning behind its highest-return Power-to-X opportunity: Sovereign AI computing.

Forward-Looking Statements

This communication includes certain statements that may constitute "forward-looking statements" for purposes of the U.S. federal securities laws.

This announcement contains forward-looking statements including, but not limited to, the Company’s ability to achieve US$10m in EBITDA, the successful repurposing of the site for AI, and the timing of the closing. These statements are "targets" and "projections" only. Actual results may differ materially due to risks including: (i) fluctuations in Nordic energy pricing; (ii) delays in AI hardware procurement; (iii) the inability to obtain shareholder approval for the financing tranche; and (iv) general market volatility.

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," “target”, "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. Due to circumstances outside of its control and/or any other unexpected developments, VivoPower may not ultimately consummate this transaction or the terms of the transaction may change ahead of any final closing. 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.

Non-GAAP Financial Measures

This release contains "Pro Forma EBITDA," a non-GAAP financial measure. The Company believes this measure provides useful information but it should not be considered in isolation. A reconciliation of this targeted non-GAAP measure to the most directly comparable GAAP measure is not available without unreasonable effort due to the non GAAP unaudited nature of the target's historical accounts.

Corporate Disclosure Policy regarding Social Media

VivoPower International PLC (“the Company”) announces material information to the public through a variety of channels, including SEC filings, press releases, public conference calls, and its corporate website (www.vivopower.com). The Company also intends to use its official social media channels, including its accounts on X (@Vivo_Power) and Stocktwits (VivoPower_Official), as a means of disclosing information about the Company and its services to its shareholders and the public. It is possible that the information the Company posts on these social media channels could be deemed to be material information. Therefore, the Company encourages investors, the media, and others interested in the Company to review the information posted on these channels.

Media Contacts
VivoPower: media@vivopower.com

FAQ

What acquisition did VivoPower (VVPR) announce on December 30, 2025?

VivoPower executed a heads of agreement to buy an energized >40MW Norway data center powered by 100% hydroelectric energy.

How much proforma EBITDA will the VivoPower (VVPR) acquisition add?

The transaction is presented as adding an indicative $10 million proforma EBITDA.

What is the implied valuation and multiple for the VivoPower (VVPR) purchase?

The announcement implies an approximate $40 million valuation at about 4x proforma EBITDA.

How will VivoPower (VVPR) fund the Norway data center acquisition?

Funding is proposed via deferred vendor finance plus a convertible preference share tranche with a $6.80 conversion price.

When must VivoPower (VVPR) get shareholder approval and when is closing expected?

Shareholder approval is expected at a general meeting in January 2026, with closing anticipated in January 2026.

What are the energy cost and lease terms for the acquired Norway site in VivoPower (VVPR)?

The site is supplied by hydropower at below $0.035/kWh and benefits from a 50-year land lease.