Definitive agreement signed, closing expected in February 2026, grid connection and/or energization
targeted within 12 months
OGDC is an AI data center infrastructure developer that has an economic ownership in a portfolio of
powered land in Finland
New financing and capital management strategy aims to drive accretion and minimize dilution for
VivoPower shareholders
Renewable hydropower at sub-4¢/ kWh supports high-density AI training and inference economics
Acquisition consideration includes contingent value rights that ultimately have a conversion price of
$15 per share – priced at a premium to market, aligning OGDC founders with VivoPower upside
OGDC co-founders, with over 75 years of collective experience, will join the VivoPower leadership
team
LONDON, UK | January 22, 2026 — VivoPower International PLC (NASDAQ: VVPR) (“VivoPower” or
the “Company”), is pleased to announce it has entered into a definitive agreement to acquire OGDC
Pte Ltd (“OGDC”), an AI data center infrastructure developer with an economic interest in strategic
powered land across Finland as well as other EU countries.
Through this acquisition, VivoPower will secure an economic interest in 291MW of strategic land
across Finland, which is expected to be grid-connected within 12 months. Finland offers several
inherent advantages for building AI data centers, including its secure infrastructure, cold climate,
and supportive government policies.
Transaction Highlights:
- Shareholder Alignment and Share Price Premium: VivoPower expects the structure of the
transaction to derisk the acquisition and align OGDC’s interests with those of VivoPower’s
shareholders. Consideration comprises (i) approximately $13 million cash upfront to be paid
from VivoPower’s cash reserves in February 2026 (upon closing) and (ii) contingent value rights
that trigger the issuance of convertible preference shares with a conversion price of $15 per
ordinary share, where conversion is triggered upon successful grid connections. This conversion
price is at a premium to the current trading price, signaling the OGDC founders’ long-term
conviction in VivoPower’s equity value. - High-Density Scalability: Through this transaction, VivoPower secures an economic interest in
291MW of powered land ready for AI data centers, including high-security sites. - Energy Economics: Power sourced from renewable hydropower at sub-4¢ per kWh, providing
a competitive advantage for high-density AI training and inference. - Hyperscaler Interest: OGDC is advancing discussions with operators and global Tier-1
hyperscalers. - Institutional Leadership Integration: OGDC’s co-founders, Philip van Wolffen (Strategic
Advisor), Shane Whelan (Chief Real Estate Officer), and Alex Cuppage (Chief Investment Officer),
will become instrumental members of VivoPower’s leadership team and help spearhead the AI
data center infrastructure rollout. Collectively, they bring 75+ years of institutional real estate
and infrastructure experience.
Financing and Capital Management Strategy:
In collaboration with the OGDC team, VivoPower has formulated and will execute a financing and
capital management strategy designed to minimize the need to raise equity capital unless it is
accretive to shareholders. This involves raising project finance debt and mezzanine finance,
refinancing stabilized income-producing assets, and recycling the net equity capital gain released
to fund the development of new powered land sites at a high reinvestment rate of return.
- Optimise Project Level Financing: the targeted project finance breakdown is expected to be
65% senior debt, 15% mezzanine finance, and the remaining 20% in equity. VivoPower expects
to be able to secure strategic equity participation from co-investors and to optimize how much
of its own balance sheet equity it invests in each project. - Refinance Stabilized Assets to Release Equity Upside: once operational and underpinned by
long-term rental income streams, VivoPower plans to refinance AI data center infrastructure
assets with incremental senior debt, unlocking significant equity gains and cash. - Recycle Capital To Develop Other Projects: with the equity gains released from refinancing,
VivoPower will then be able to recycle the capital to fund the equity component for new
projects. It may seek to invite sovereign and institutional co-investors depending on the scale
of the project(s).
Kevin Chin, Executive Chairman and CEO of VivoPower, said: “We are very pleased to have
secured this agreement, which delivers an initial 291MW portfolio of powered land in Finland and
brings OGDC’s experienced team into VivoPower to execute the rollout. The transaction structure—
$13 million cash at closing with CVRs tied to successful energization and a $15 conversion price—
aligns incentives and avoids dilution. Furthermore, should milestones be achieved, we anticipate
this structure will deliver shareholder value accretion.”
Philip von Wulffen, Chairman and Co-Founder of OGDC, said: “We are delighted to be joining
forces with VivoPower, which we identified as the optimal permanent capital vehicle to
institutionalize and scale our powered-land portfolio. We believe Finland offers a compelling
combination of security profile, climate conditions, and renewable hydropower economics, and
we’re taking most of our consideration in preference shares that convert at $15 per share, reflecting
our long-term commitment to execution.”
The transaction is expected to close in February 2026, subject to customary closing conditions.
All amounts are in U.S. dollars unless otherwise stated.
Forward-Looking Statements
This communication includes certain statements that may constitute “forward-looking statements”
for purposes of the U.S. federal securities laws.
This announcement contains forward-looking statements including, but not limited to, the
Company’s ability to develop, build, operate and own sovereign data center facilities in Finland.
These statements are “targets” and “projections” only. Actual results may differ materially due to
risks including: (i) delays in any approval processes necessary in Finland; (ii) delays in equipment
procurement and installation; (iii) additional operating costs in the future; (iv) general market and
geopolitical volatility; and (v) other unforeseen and uncontrollable risks.
Forward-looking statements include, but are not limited to, statements that refer to projections,
forecasts, or other characterizations 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,” “target”,
“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. Due to
circumstances outside of its control and/or any other unexpected developments, VivoPower may
not ultimately procure any financial benefits from the above agreement or be able to close the
transaction. 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.
Corporate Disclosure Policy regarding Social Media
VivoPower International PLC (“the Company”) announces material information to the public
through a variety of channels, including SEC filings, press releases, public conference calls, and its
corporate website (www.vivopower.com). The Company also intends to use its official social media
channels, including its accounts on X (@Vivo_Power) and Stocktwits (VivoPower_Official), as a
means of disclosing information about the Company and its services to its shareholders and the
public. It is possible that the information the Company posts on these social media channels could
be deemed to be material information. Therefore, the Company encourages investors, the media,
and others interested in the Company to review the information posted on these channels.
Media Contacts
VivoPower: media@vivopower.com