Revised enterprise value of US$200 million for 51% of Tembo e-LV is an increase versus the US$180 million enterprise value offered for 80% of the non affiliated shares of VivoPower

Energi will support Tembo’s business combination with Cactus Acquisition Corp 1 Limited at an equity valuation of US$838 million

LONDON, May 29, 2025 (GLOBE NEWSWIRE) -- VivoPower International PLC (NASDAQ: VVPR) (“VivoPower” or the “Company”) today announced it has received a revised non-binding proposal from Energi Holdings Limited (“Energi”) for a direct strategic acquisition of VivoPower’s subsidiary, Tembo e-LV B.V. (“Tembo”). This follows the announcement by VivoPower on 28 May 2025 in relation to its strategic capital raising and digital asset treasury strategy.

The revised proposal from Energi outlines an intention to acquire a 51% controlling stake in Tembo. This proposed acquisition is based on a total enterprise valuation for 100% of Tembo of US$200 million, with the equity purchase price for the 51% stake to be derived from this enterprise valuation, adjusted for Tembo’s net debt and other customary adjustments at the time of closing.

Energi has expressed its continued support for Tembo’s planned business combination with Cactus Acquisition Corp. 1 Limited (“CCTS”). Energi has indicated its preparedness to work constructively with VivoPower and Tembo to structure its investment to facilitate the successful completion of the business combination, envisioning rolling its 51% stake into the combined entity. VivoPower would continue to retain a significant shareholding in Tembo should the business combination be successfully consummated.

The Company is committed to optimizing its capital structure and delivering value to its shareholders. In line with this commitment, net proceeds received from strategic transactions, such as the potential partial sale of its interest in Tembo as contemplated by the Energi proposal, would be prioritized for uses including the retirement of debt. The VivoPower board of directors will continuously evaluate the best use of capital, including the potential return of any surplus funds thereafter to shareholders.

The revised proposal from Energi is non-binding and indicative. VivoPower is evaluating the proposal. It is subject to several conditions, including the satisfactory completion of due diligence by Energi, the negotiation and execution of mutually acceptable definitive legal documentation, approval from the VivoPower board of directors and any required VivoPower shareholder approvals.

There can be no assurance that any definitive agreement will be reached with Energi or that the proposed transaction will be consummated on the terms described, or at all. VivoPower does not intend to make any further announcements regarding this proposal unless and until it determines that further disclosure is appropriate or required.

About VivoPower International PLC

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.

About Tembo e-LV B.V.

Tembo e-LV B.V. ("Tembo") is a subsidiary of VivoPower. Tembo is a specialist battery-electric and off-road vehicle company that designs and delivers ruggedized light electric vehicle solutions for fleet owners across various industrial sectors, including mining, agriculture, energy utilities, defense, police, government, and humanitarian aid. Tembo’s core purpose is to provide safe and reliable electrification solutions for utility vehicle fleet owners globally.

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