Business Combination Agreement with CCTS originally announced in August 2024
Combined pro forma enterprise value of US$904m assumes no public trust redemptions for CCTS
Parties working to close the transaction by Q2, calendar 2025
Tembo E-LV, a subsidiary of Nasdaq-listed B Corporation, VivoPower, today announced that it is working closely with CCTS (Cactus Acquisition Corp. 1 Limited), a Cayman Islands exempted special purpose acquisition company to progress towards a closing of the Business Combination by Q2, calendar 2025.
The parties originally announced a Business Combination Agreement (BCA) in August 2024 with an original target of closing the Business Combination by the end of calendar 2024. However, as a consequence of new rules relating to special purpose acquisition company transactions, the parties took the opportunity to work with respective counsel to review the transaction structure. This has now been completed, and work has resumed in relation to finalization of the registration statement on Form F-4, to be filed with the U.S. Securities and Exchange Commission (SEC).Â
The parties expect a registration statement on Form F-4 to be filed shortly with 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 Q2, 2025.
The 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.
In 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.
To read our full press release, and to keep up with all of VivoPower’s releases, visit our Press Releases page.
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