VVPR VivoPower International PLC

VivoPower International PLC (Nasdaq: “VVPR”) (“VivoPower”) has announced a strategic heads of agreement to merge with Future Automotive Solutions and Technologies Inc. (“FAST”) that reflects an equity valuation of $556 million for VivoPower and $578 million for FAST. The heads of agreement is exclusive for 90 days, but non-binding until such time definitive transaction documents are executed. A target completion date of 31 December 2024 has been agreed and is conditional upon, among other things, the consummation of the previously announced business combination transaction between Tembo and Cactus Acquisition Corp. 1 Limited (“CCTS”), the satisfactory completion of a third-party fairness opinion, minimum net cash at closing of $20 million as well as the fulfilment of customary regulatory and merger transaction requirements.

As contemplated in the heads of agreement, the proposed merger will involve the issuance of 5.72 million restricted new shares in VivoPower to FAST shareholders as consideration. VivoPower shareholders are expected to own 49% of the pro forma combined group upon closing of the proposed merger based on the current pro-forma fully diluted VivoPower shares on issue. The implied value of VivoPower’s current outstanding shares at the US$538 million merger equity value is approximately US$101 per share.

FAST is a Canadian headquartered hydrogen technology company that converts ICE (internal combustion engine) vehicles to run on hydrogen with offices and factory locations in Canada and Japan. FAST was co-founded and is led by one of the automotive industry's leading luminaries, Ken Okuyama. Mr. Okuyama is best known for being the chief designer of the Enzo Ferrari, whilst working at Pininfarina. He also oversaw projects including Ferrari 599 GTB Fiorano, Ferrari 456M GT, Ferrari California, Ferrari 612 Scaglietti, Ferrari Rossa (Concept car), Mitsubishi Colt CZC, Maserati Birdcage 75th, Maserati Quattroporte V and Ferrari P4/5. Mr. Okuyama previously worked for Porsche, helping design the new generation of the Porsche 911 (aka 996) as well as the Boxster. Prior to that Mr. Okuyama was a design director at Advanced Concept Center of General Motors where he directed the world’s first production electric car, EV1, and solar energy race car, Sunracer.

About VivoPower

Established in 2014 and listed on Nasdaq since 2016, VivoPower 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.

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.

About FAST

FAST is a Canadian headquartered hydrogen technology company that focuses on developing technologies that promote the adoption of hydrogen. FAST will be launching several vehicle models powered by hydrogen powered internal combustion engines as well as a conversion platform for gasoline and diesel vehicles to run on hydrogen. FAST has offices and factory facilities in Toronto (Canada), Tokyo (Japan) and Yamagata (Japan).

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, or the benefits of the events or transactions described in this communication and the expected returns therefrom. Forward-looking statements in this press release include statements regarding VivoPower and FAST’s ability to reach a definitive agreement and to complete the merger transaction as set out in the heads of agreement, completion of the Tembo transaction with CCTS and the potential distribution of the Tembo shares to shareholders. 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.

ContactShareholder Enquiriesshareholders@vivopower.com