Full Press Release Details
TEMBO CONFIRMS HEADS OF AGREEMENT EXCLUSIVITY EXTENSION FOR US$838M MERGER WITH CCTS
period for Heads of Agreement extended to 31 July 2024
July 2, 2024 (GLOBE NEWSWIRE) - the Nasdaq listed B Corp, VivoPower International PLC (Nasdaq: VVPR, "VivoPower"),
announced today that its electric vehicle subsidiary, Tembo e-LV B.V. ("Tembo"), has agreed to a one month extension of its
exclusive heads of agreement with Nasdaq listed Cactus Acquisition Corporation I (Nasdaq: CCTS, CCTSW, CCTSU, "CCTS") to
extension is intended to provide additional time to finalise the definitive business combination agreement relating to the proposed transaction
as well as the independent fairness opinion.
VivoPower International PLC
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. The 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.
electric utility vehicles (EUVs) are the premier 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 that meet exacting standards of safety,
reliability, and quality. Its core purpose is to provide safe and reliable electrification solutions for utility vehicle fleet owners
globally, helping perpetuate useful life, reduce costs, maximise return on assets, meet ESG goals and activate the circular economy.
Tembo is a subsidiary of the Nasdaq listed B Corporation, VivoPower International PLC
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.
Information and Where to Find It
If a definitive business combination agreement relating to the proposed transaction is executed, a full description of the terms of the
transaction will be included in a registration statement on Form F-4 (the "Registration Statement"), which will include a
proxy statement/prospectus, to be filed with the U.S. Securities and Exchange Commission (the "SEC"). Shareholders of CCTS
and other interested persons are advised to read, when available, the Registration Statement, including the preliminary proxy statement/prospectus,
any amendments thereto and the definitive proxy statement/prospectus. CCTS, Tembo and VivoPower may also file other documents with the
SEC regarding the proposed transaction. The definitive proxy statement/prospectus will be sent to the shareholders of CCTS as of the
record date established for voting on the proposed transaction and will contain important information about CCTS, VivoPower, Tembo, the
proposed transaction and other related matters. Shareholders of CCTS and other interested persons will be able to obtain copies of the
Registration Statement, including the preliminary proxy statement/prospectus contained therein, the definitive proxy statements/prospectus
and the other documents filed or that will be filed with the SEC in connection with the proposed
transaction, without charge, once available, at the SEC's website at www.sec.gov.
Tembo, VivoPower and their respective directors and officers may be deemed participants in the solicitation of proxies of CCTS shareholders
in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of
CCTS's shareholders in connection with the proposed transaction and other matters to be voted upon at the meeting of CCTS's
shareholders will be set forth in the Registration Statement for the transaction when available.
Offer or Solicitation
communication shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect
of the proposed transaction. This communication shall also not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.