Full Press Release Details
E-LV, a subsidiary of Nasdaq-listed VivoPower International PLC ("VVPR") executes a definitive Business Combination Agreement
with CCTS for a combined enterprise value of US $904 million
third-party fairness opinion was obtained and satisfactorily completed
forma fully diluted combined enterprise value assumes no public trust redemptions
29 August 2024 - Tembo E-LV B.V. ("Tembo"), a subsidiary of Nasdaq-listed B Corporation, VivoPower International
PLC (Nasdaq: VVPR) ("VivoPower"), 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").
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.
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.
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.
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.
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.
electric utility vehicles (EUVs) are a 100% electric solution for ruggedised and/or customised applications for fleet owners
in the mining, agriculture, energy utilities, defence, police, construction, infrastructure, government, humanitarian, and game safari
industries. Tembo provides safe, high-performance off-road and on-road electric utility vehicles. Its core purpose is to provide safe
and reliable electrification solutions for utility vehicle fleet owners, helping to perpetuate useful life, reduce costs, maximise return
on assets, meet ESG goals and seeks to further the circular economy. Tembo is a subsidiary of VivoPower, a Nasdaq listed B Corporation.
is an award-winning global sustainable energy solutions B Corporation company focused on electric solutions for off-road and on-road
customised and ruggedised fleet applications as well as ancillary financing, charging, battery and microgrids solutions.
Company'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.
Cactus Acquisition Corp.
Acquisition Corp. 1 Limited is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganisation or similar business combination.
information in this press release includes "forward-looking statements" within the meaning of the "safe harbor"
provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the
use of words such as "estimate," "plan," "project," "forecast," "intend,"
"may," "will," "expect," "continue," "should," "would," "anticipate,"
"believe," "seek," "target," "predict," "potential," "seem,"
"future," "outlook" or other similar expressions that predict or indicate future events or trends or that are
not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking
statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics and projections
of market opportunity and market share; references with respect to the anticipated benefits of the proposed Business Combination and
the projected future financial performance of CCTS, Tembo and Pubco following the proposed Business Combination; changes in the market
for Tembo's products and services and expansion plans and opportunities; Tembo's ability to successfully execute its expansion
plans and business initiatives; ability for Tembo to raise funds to support its business; the sources and uses of cash of the proposed
Business Combination; the anticipated capitalization and enterprise value of Pubco following the consummation of the proposed Business
Combination; the projected technological developments of Tembo and its competitors; ability of Tembo to control costs associated with
operations; the ability to manufacture efficiently at scale; anticipated investments in research and development and the effect of these
investments and timing related to commercial product launches; and expectations related to the terms and timing of the proposed Business
Combination. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations
of VivoPower's, Tembo's and CCTS's management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Tembo, CCTS,
VivoPower and Pubco. These forward-looking statements are subject to a number of risks and uncertainties, including the occurrence of
any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement, the risk that
disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; the inability
to recognize the anticipated benefits of the Business Combination; the ability to obtain or maintain the listing of the Pubco's
securities on The Nasdaq Stock Market, following the Business Combination, including having the requisite number of shareholders and
free trading shares; costs related to the Business Combination; changes in domestic and foreign business, market, financial, political
and legal conditions; risks relating to the uncertainty of certain projected financial information and other forecasts with respect to
Tembo; Tembo's ability to successfully and timely develop, manufacture, sell and expand its technology and products, including
implementing its growth strategy and satisfactory fulfillment of existing orders; Tembo's ability to adequately manage any supply
chain risks, including the purchase of a sufficient supply of critical components incorporated into its product offerings; risks relating
to Tembo's operations and business, including information technology and cybersecurity risks, failure to adequately forecast supply
and demand, including order volume and fulfillment, loss of key customers or distribution relationships and deterioration in relationships
between Tembo and its employees; Tembo's ability to successfully collaborate with business partners; demand for Tembo's current
and future offerings; risks that orders that have been placed for Tembo's products are cancelled or modified; risks related to
increased competition; risks relating to potential disruption in the transportation and shipping infrastructure, including trade policies
and export controls; risks that Tembo is unable to secure or protect its intellectual property; risks of product liability or regulatory
lawsuits relating to Tembo's products and services; risks that Pubco experiences difficulties managing its growth and expanding
operations; the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that
any required shareholder or regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of the proposed Business Combination; the outcome of any legal proceedings
that may be instituted against Tembo, VivoPower, CCTS, Pubco or others following announcement of the proposed Business Combination and
transactions contemplated thereby; the ability of Tembo to execute its business model, including market acceptance of its planned products
and services and achieving sufficient production volumes at acceptable quality levels and prices; technological improvements by Tembo's
peers and competitors; and those risk factors discussed in documents of Pubco, VivoPower and CCTS filed, or to be filed, with the SEC.
If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied
by these forward-looking statements. There may be additional risks that none of VivoPower, Tembo or CCTS presently know or that VivoPower,
Tembo or CCTS currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect VivoPower's, Tembo's or CCTS's expectations, plans or forecasts
of future events and views as of the date of this press release. VivoPower, Tembo, CCTS and Pubco anticipate that subsequent events and
developments will cause VivoPower's, Tembo's or CCTS's assessments to change. However, while VivoPower, Tembo, CCTS
and Pubco may elect to update these forward-looking statements at some point in the future, VivoPower, Tembo, CCTS and Pubco specifically
disclaim any obligation to do so. Investors are referred to the most recent reports filed with the SEC by VivoPower and CCTS. Investors
are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake
no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Information and Where to Find It
Registration Statement to be filed by Pubco with the SEC will include a preliminary proxy statement of CCTS and a prospectus of Pubco
in connection with the proposed Business Combination. The definitive proxy statement and other relevant documents will be mailed to shareholders
of CCTS as of a record date to be established for voting on the proposed Business Combination.
OF CCTS AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND
THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH CCTS'S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS
TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CCTS, TEMBO, PUBCO AND
THE BUSINESS COMBINATION.
will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available,
on the SEC's website at www.sec.gov or by directing a request to CCTS at Cactus Acquisition Corp. 1 Ltd, 4B Cedar Brook Drive,
Cranbury, NJ 08512, telephone: (609) 495-2222.
VivoPower, CCTS, Pubco and their respective directors and officers may be deemed participants in the solicitation of proxies of CCTS