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VivoPower Receives Revised US$200 Million Enterprise Value Non-Binding Proposal from Energi Holdings For 51% Direct Acquisition of Tembo e-LV

1. Energi proposes to acquire 51% of Tembo with a $200 million valuation. 2. VivoPower aims to restructure capital and improve shareholder value. 3. Tembo continues its business combination with Cactus Acquisition Corp. 4. The proposal is non-binding and requires due diligence and board approvals. 5. VivoPower's strategic shift includes focusing on XRP digital assets.

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FAQ

Why Bullish?

The acquisition interest reflects confidence in Tembo's growth potential, similar to successful buyouts in the EV sector which have positively affected stock prices. This could escalate VVPR's market perception and lead to increased investments, similar to historical trends where acquisition announcements typically boost company valuations.

How important is it?

The article addresses potential M&A activity directly involving VVPR. The greater acquisition value creates a favorable outlook for VivoPower's financial standing and strategic trajectory, but uncertainty remains until definitive agreements are reached.

Why Short Term?

The immediate impact stems from the acquisition proposal, likely leading to speculative trading around VVPR. However, the longer-term effects will depend on successful transaction completion and performance of Tembo post-acquisition.

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CCTSXRP
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. Forward-Looking Statements This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company’s evaluation of the revised proposal from Energi, the potential terms and consummation of such a transaction, the Company's strategic initiatives, including the Tembo SPAC merger and the transformation into an XRP-focused digital asset treasury, the potential use of proceeds from strategic transactions, and the potential return of surplus funds to shareholders. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) and its subsequent SEC filings, as amended or supplemented from time to time. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law. Contact Shareholder Enquiries shareholders@vivopower.com

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