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LONDON - VivoPower International PLC (NASDAQ:VVPR), a global sustainable energy solutions company with a current market capitalization of $16.18 million, has disclosed an amended takeover proposal from Energi Holdings Limited, an Abu Dhabi-based energy solutions firm. Under the revised terms, Energi aims to purchase 80% of VivoPower's unaffiliated free float shares, which would make Energi the majority shareholder. According to InvestingPro data, the company's stock has surged over 359% in the past six months, though analysis suggests the shares are currently trading above their Fair Value.
The updated offer follows an earlier all-cash bid by Energi to acquire all non-affiliated free float shares of VivoPower. If the deal proceeds, VivoPower's free float shares would be reduced by 80%. Additionally, Energi has expressed support for VivoPower's strategic initiatives, including the spin-off of two of its businesses: Tembo and Caret Digital. This strategic move comes as InvestingPro analysis reveals the company faces significant financial challenges, with a weak overall financial health score of 1.23 and negative EBITDA of $7.48 million in the last twelve months.
VivoPower is working towards finalizing a business combination with Tembo, facilitated through a SPAC merger with Cactus Acquisition Corp. 1 Limited (CCTSF), expected to close by Q2 2025. The equity value of the Tembo SPAC merger is projected at $838 million.
Furthermore, VivoPower plans to spin off Caret Digital via a direct listing IPO on either the Nasdaq or NYSE American markets. Shareholders on a record date to be announced are set to receive five shares of Caret Digital for each VivoPower share held, with Caret Digital's implied market cap at $250 million. Caret Digital's initial strategy will focus on cryptocurrency mining, particularly Dogecoin (DOGE), with the intent to convert mined DOGE into Bitcoin (BTC).
The proposed transaction with Energi Holdings is contingent upon satisfactory due diligence and the negotiation and execution of definitive transaction documents. There is no certainty that a definitive agreement will be reached or that the transaction will be completed on the currently contemplated terms, or at all.
VivoPower, established in 2014 and publicly traded since 2016, specializes in electric solutions for custom and ruggedized fleet applications, along with related financing, charging, battery, and microgrid solutions. While maintaining impressive gross profit margins of 74.68%, InvestingPro data indicates the company faces challenges with debt management and cash flow generation. The company's operations span multiple countries, including Australia, Canada, the Netherlands, the UK, the US, the Philippines, and the UAE. InvestingPro subscribers have access to 15 additional key insights about VivoPower's financial position and growth prospects.
This announcement contains forward-looking statements and is based on management's current expectations. However, actual results may differ materially due to various risks and uncertainties. This news article is based on a press release statement from VivoPower International PLC.
In other recent news, VivoPower International PLC has agreed to a revised takeover offer from Energi Holdings Limited, increasing the enterprise valuation from $120 million to $180 million. This development follows successful negotiations, granting Energi an exclusivity period for due diligence. In parallel, VivoPower is advancing its business combination with Tembo, valued at $904 million, facilitated by Cactus Acquisition Corporation 1 Limited. The company plans to file an F-4 registration statement with the U.S. Securities and Exchange Commission concerning this agreement. VivoPower's board has formed a subcommittee of independent directors to manage the potential acquisition process and has committed to providing timely market updates. The company has not provided guidance on the expected completion date of the transactions. Energi Holdings, with a revenue of $1 billion, maintains a global presence, and its interest in VivoPower aligns with the trend towards sustainable energy solutions. VivoPower continues to operate internationally, emphasizing its commitment to social and environmental performance.
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