VivoPower Announces Strategic Merger Heads Of Agreement With FAST At A Pro-Forma Combined Equity Value Of $1.13B; Expected To Issue 5.72M Restricted Shares At $101 Per VivoPower Share As Consideration For FAST; VivoPower Shareholders Are Expected To Own 49% Of The Pro Forma Combined Group

Proposed all stock merger values VivoPower equity at US$556 million (implying a share price of US$101 per VVPR share) with FAST equity valued at US$578 million

VivoPower expected to issue 5.72 million restricted shares at US$101 per VivoPower share as consideration for FAST

VivoPower shareholders expected to own 49% of the pro forma combined group, with affiliates and insiders agreeing to a voluntary lock up upon closing of the transaction

Post-proposed merger, VivoPower will have an estimated 11.2 million fully diluted shares, with an estimated free float of 3.3 million shares (excluding any other issues)

FAST is a Canadian headquartered hydrogen technology company pioneering advanced gas power to hydrogen power conversions and next-gen hydrogen vehicles; it has office and factory locations in Canada and Japan

Heads of agreement is non-binding but provides for an exclusivity period of 90 days for the parties to reach a definitive agreement

Proposed merger is conditional upon closing of the previously announced business combination with CCTS and separate listing of Tembo

Parties expect to establish the value of Tembo shares held by VVPR shareholders following closing of the CCTS transaction and to consider potential distribution of such value to qualifying shareholders

VivoPower's board of directors has engaged a third party to provide a fairness opinion

LONDON, Sept. 17, 2024 (GLOBE NEWSWIRE) -- 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.