The investment commitment is in the form of a share subscription facility from GEM Global Yield LLC SCS (“GGY”) and is subject to a separate listing of Caret Digital on a Canadian stock exchange
GGY’s shareholding will be capped at 9.9%
Funds will be invested at the Caret Digital subsidiary level and hence non-dilutive for VivoPower shareholders
Funds from the investment will be used to execute upon Caret Digital’s Power-to-X strategy (“P2X”) which seeks to activate the highest and best use cases for renewable power capacity
First phase of Caret Digital’s P2X strategy is building out capacity including data centre infrastructure for DOGE coin mining
Second phase of Caret Digital’s P2X strategy is AI enabled data centres
DOGE coin mining is consistent with Caret Digital’s Power-to-X strategy that seeks to activate the highest and best use cases for renewable power capacity
VivoPower announced today that its wholly owned subsidiary, Caret LLC. (Caret Digital), has secured a CAD$140m (approximately US$100m) definitive and binding investment commitment from Luxembourg headquartered alternative investment group, GGY.
Proceeds from the investment will be used to execute on and build out Caret Digital’s Power2X strategy, including in its first phase, the mining of DOGE coin, as well as for working capital and general corporate purposes.
VivoPower shareholders had previously approved a spin-off of Caret Digital, in whole or part, as well as a special dividend during the Annual General Meeting held in December 2023. The Company will provide further updates in relation to the progress of the spin off via a reverse merger and the consequences for VivoPower and its stakeholders, including any special dividend shares for VivoPower shareholders.
For the full version of the article, visit the VivoPower Press Releases page.
About GEM
Global Emerging Markets (GEM) is a $3.4 billion alternative investment group with offices in Paris, New York, and Nassau (Bahamas). GEM manages a diverse set of investment vehicles focused on emerging markets and has completed over 580 transactions in 70 countries. Its family of funds and investment vehicles provide GEM and its partners with exposure to: Small-Mid Cap Management Buyouts, Private Investments in Public Equities, and select venture investments.
VivoPower ranks in the top impact companies globally for the 5th year in a row
From 2025 onwards, Real Leaders Top Impact Companies competition rules apply a stricter criteria
Recognition reflects VivoPower’s commitment to its core purpose and status as a leading B Corp
VivoPower is pleased to announce its inclusion in the prestigious Real Leaders Top Impact Companies for 2025. This accolade recognises VivoPower’s unwavering commitment to driving positive change through innovation, environmental stewardship, and social responsibility.
As a certified B Corporation, VivoPower operates at the intersection of purpose and profit, demonstrating that businesses can thrive while making a measurable difference in the world. The Real Leaders award underscores VivoPower’s leadership in creating impactful solutions that address some of the most pressing global challenges, including climate change and energy equity.
Setting a New Standard for Purpose-Driven Business
This year’s competition saw over 300 qualifying applications from more than 15 countries, evaluated on growth, revenue, and the six pillars of I.M.P.A.C.T.: Intention, Model, People, Accountability, Collaboration, and Transformation.
With stricter criteria—including a higher revenue threshold and more rigorous impact evaluations—this year’s ranking spotlighted companies that lead with authenticity and purpose.
“It seems like every company is calling themselves an impact company these days,” Kevin Edwards, President of Real Leaders, said. We wanted to spotlight businesses that are genuinely dedicated to making a difference. By incorporating CEO interviews and community-driven impact evaluations, we ensured that only the most deserving organisations made the list. The top-scoring finalists in each category will share their best practices at Real Leaders UNITE 2025, inspiring better leaders for a better world.”
Redefining Energy for a Sustainable Future
At VivoPower, sustainability is more than a mission—it’s a responsibility. The company specialises in providing sustainable energy solutions encompassing electric vehicle fleet solutions, renewable energy systems, and energy storage solutions, that empower communities and businesses to transition to clean energy sources. By focussing on reducing carbon footprints and enhancing energy efficiency, VivoPower aims to contribute to a more sustainable and equitable energy ecosystem globally.
“We are honoured to be recognised for another year as one of the Real Leaders Top Impact Companies for 2025,” Kevin Chin, Executive Chairman of VivoPower, said. “This award is a testament to our team’s steadfast commitment to advancing sustainable energy solutions that not only address today’s challenges but also create long-term value for future generations.”
Certified B Corporation: A Commitment to Excellence
VivoPower’s certification as a B Corporation highlights its rigorous standards of social and environmental performance, accountability, and transparency. This distinction aligns seamlessly with the Real Leaders’ vision of celebrating companies that are making a meaningful impact.
B Corps are redefining success in business, prioritising purpose alongside profit. For VivoPower, this means integrating sustainability into every aspect of its operations—from sourcing materials responsibly to designing products that maximise efficiency and minimise waste. VivoPower’s recognition by Real Leaders further validates its efforts to balance profitability with its commitment to people and the planet.
A Collective Vision for Impact
The Real Leaders Top Impact Companies list represents a global community of changemakers united by a shared vision: to create a better world through business. VivoPower’s inclusion in this distinguished group reflects its position as a leader in the sustainable energy sector and its influence in driving systemic change.
VivoPower is inspired by the achievements of its fellow honourees and remains committed to collaboration and innovation. By sharing best practices and fostering partnerships, VivoPower aims to amplify its impact and accelerate the transition to a greener economy.
To read our full press release, and to keep up with all of VivoPower’s releases, visit the company's Press Releases page.
About Real Leaders
Real Leaders is the fastest-growing community for impact-driven leaders, supported by a global media platform that advocates for purpose-driven business. Founded in 2010, Real Leaders promotes responsible leadership that prioritises employees, society, and the planet alongside profit. An independently owned Certified B Corporation and member of the UN Global Compact, Real Leaders is on a mission to unite farsighted leaders to transform our shortsighted world.
Arowana ranks in the top 50 impact companies globally for the 6th year in a row
From 2025 onwards, Real Leaders Top Impact Companies competition rules apply a stricter criteria
Recognition reflects Arowana's commitment to its core purpose and status as a leading B Corp
Arowana is pleased to announce that it has been named one of the 2025 Real Leaders Top Impact Companies, a testament to its unwavering commitment to its purpose of growing people, companies, and values. This recognition highlights Arowana’s global leadership in investing in and building sustainable and impact-focused companies.
Now in its seventh year, the Real Leaders Top Impact Companies list celebrates privately-owned businesses that deliver measurable social and environmental benefits. Arowana’s inclusion reflects its mission-driven focus and its proud status as a certified B Corporation, affirming its dedication to the highest social and environmental performance standards, accountability, and transparency.
Setting a New Standard for Purpose-Driven Business
This year’s competition saw over 300 qualifying applications from more than 15 countries, evaluated on growth, revenue, and the six pillars of I.M.P.A.C.T.: Intention, Model, People, Accountability, Collaboration, and Transformation.
With stricter criteria—including a higher revenue threshold and more rigorous impact evaluations—this year’s ranking spotlighted companies that lead with authenticity and purpose.
“It seems like every company is calling themselves an impact company these days,” Kevin Edwards, President of Real Leaders, said. We wanted to spotlight businesses that are genuinely dedicated to making a difference. By incorporating CEO interviews and community-driven impact evaluations, we ensured that only the most deserving organisations made the list. The top-scoring finalists in each category will share their best practices at Real Leaders UNITE 2025, inspiring better leaders for a better world.”
Arowana’s Core Purpose: Growing People, Companies, and Values
As a global investment group, Arowana is committed to channelling resources and supporting the transformation and growth of enterprises that contribute to environmental resilience, foster equitable opportunities, and deliver lasting value for stakeholders.
“We are very grateful to be named again as one of the Top Impact Companies of 2025 by Real Leaders,” Kevin Chin, Founder and CEO of Arowana, said. “At Arowana, we believe that business has a profound role to play in shaping a better future and we are steadfastly committed to our core impact driven purpose. As a certified B Corp, our team strives to lead by example—aligning financial performance with measurable social and environmental impact. This award affirms that purpose and profit can coexist and thrive together.
We are grateful to Real Leaders for championing the power of purpose-driven leadership and for creating a platform that celebrates businesses making a difference globally. To stand alongside so many remarkable companies is an honour.”
Real Leaders is the fastest-growing community for impact-driven leaders, supported by a global media platform that advocates for purpose-driven business. Founded in 2010, Real Leaders promotes responsible leadership that prioritises employees, society, and the planet alongside profit. An independently owned Certified B Corporation and member of the UN Global Compact, Real Leaders is on a mission to unite farsighted leaders to transform our shortsighted world.
Asset-backed financing facility is for Caret LLC (trading as Caret Digital) and is non-dilutive to VivoPower shareholders
At current Dogecoin prices, 1,000 Antminer L9s can generate up to US$25m revenues per annum
1,000 Antminer L9s represents approximately 17,000 GH (GigaHash) / s of hash power
VivoPower announced today that its wholly owned subsidiary, Caret LLC (trading as “Caret Digital”), has secured an initial asset-backed financing facility to fund the purchase of up to 1,000 Antminer L9s.
As a result of securing this facility, the fleet of 1,000 Antminer L9s is expected to be delivered to hosting facilities from December 2024. It will have a total hash rate of approximately 17,000 GH/s. From this initial fleet, Caret Digital has the capacity to generate potential annual revenues of up to US$25 million, assuming current Dogecoin prices and power costs of 8c/watt.
To read our full press release, and to keep up with all of VivoPower’s releases, visit the company's Press Releases page.
EUV25 EPower kit is the next-generation electric conversion kit for Landcruisers
Automechanika Dubai to be held from 10-12 December 2024
Estimated 60,000 attendees from over 160 countries registered to attend
Automechanika Dubai is the largest automotive aftermarket solutions show in the region
Tembo to follow up by hosting regional off-road drive days in the first quarter of calendar 2025
Tembo e-LV, a subsidiary of Nasdaq-listed B Corporation, VivoPower, is pleased to announce that it will be launching its next-generation EUV25 EPower conversion kit for Landcruisers at Automechanika Dubai 2024.
The EUV25 EPower kit is the latest electric conversion kit for Landcruisers, specifically designed to accommodate rugged off-road terrain and conditions, as well as heavy payload.
Tembo will be joining forces with the market-leading UAE-based sustainable transport solutions company, ONE MOTO, at Automechanika Dubai from 10 to 12 December 2024, which will be held at the Dubai World Trade Centre.
Tembo’s EUV25 builds on the legendary design of the Land Cruiser LC70, which has been an iconic and ubiquitous mode of transportation in the UAE and the broader Gulf Cooperation Council (GCC) region. Because of its rugged reliability and adaptability to challenging terrains, the LC70 has secured its place as the vehicle of choice traversing vast deserts, remote areas, and mountainous landscapes. Its durable design and ability to withstand extreme temperatures has made it indispensable for industries such as oil exploration, agriculture, and logistics.
Automechanika Dubai 2024 is the largest international trade show for the automotive aftermarket industry in the Middle East, Africa, and South Asia region. It provides a platform for industry professionals, manufacturers, and suppliers to network, showcase innovations, and explore opportunities in the rapidly evolving automotive sector.
This year’s event will feature over 2,200 exhibitors from 161 countries, spanning 17 halls. Key highlights include specialised sections for tyres, batteries, telematics, diagnostics, and EV-related technologies, reflecting the industry’s shift toward sustainability.
Chris Mallios, Chief Commercial Officer of VivoPower said: “We are delighted to be launching the EUV25 EPower conversion kit in one of the fastest growing regions in the world. We are grateful to be showcasing the kit in collaboration with the ONE MOTO team at Automechanika Dubai 2024. This collaboration reflects our shared commitment to driving innovation and adoption of electric vehicle technologies. By combining our expertise, we aim to showcase cutting-edge yet cost effective solutions that address the growing demand for sustainable mobility in the region”.
To read our full press release, and to keep up with all of VivoPower’s releases, visit the company's Press Releases page.
About ONE MOTO
ONE MOTO is a pioneering electric vehicle company specialising in sustainable transport solutions for urban mobility and last-mile delivery. With a strong presence across the globe, ONE MOTO’s mission is to transform cities by providing zero-emission, cost-effective electric motorcycles for businesses and consumers alike. By leveraging advanced data technology and a passion for sustainability, ONE MOTO is paving the way for a cleaner, smarter future in urban transport.
Caret Digital has selected renewable-powered hosting facilities in Wisconsin and Oregon with an initial fleet ramping up to 1,000 Antminer L9s to be activated
Annualised revenue potential of up to US$25m based on current Dogecoin prices, with annualised cash EBITDA of up to US$12m
Dogecoin mining is consistent with Caret Digital’s Power-to-X strategy that seeks to activate the highest and best use cases for renewable power capacity
Economics of Dogecoin mining have improved markedly with an estimated payback period of 9-12 months (depending on power costs and based on current market values)
Caret Digital has secured non-dilutive financing to fund the acquisition of the Antminer L9s and will deploy the fleet on a staged basis
VivoPower announced today that its wholly owned subsidiary, Caret LLC (Caret Digital), will commence Dogecoin mining operations with revenue and profitable cashflow generation flowing from the first week of January 2025. Caret Digital has selected two renewable-powered hosting facilities in Wisconsin and Oregon to commence mining operations. It will deploy up to 255 Antminer L9s at the Wisconsin facility first, then ramp up with an additional 745 Antminer L9s at the Oregon facility.
Execution of this strategy will allow Caret Digital to take advantage of the current profitability of Dogecoin mining to generate revenues and free cashflows for VivoPower as a group. Caret Digital does not intend to hold most of the Dogecoin that is mined but will sell or forward sell them as appropriate. Based on current Dogecoin prices and Antminer GPU costs, there is potential for Caret Digital to generate annual revenues of up to US$25m and cash EBITDA of up to $12m. VivoPower intends to use any free cashflow generated from the Dogecoin mining operations to reinvest into its Tembo e-LV business, and further its commitment to delivering on the triple bottom line of people, profit and planet.
At the same time, Caret Digital will continue to work on developing up to 55MW of its own renewable-powered mining capacity to be used for Dogecoin and Litecoin mining, as previously announced. With a 55MW facility, Caret Digital would be able to generate revenues of up to $150m per annum from Dogecoin mining.
VivoPower shareholders had previously approved a spin-off of Caret Digital, in whole or part, as well as a special dividend during the Annual General Meeting held in December 2023. The Company will provide further updates in relation to the progress of the spin-off via a reverse merger and the consequences for VivoPower and its stakeholders, including any special dividend shares for VivoPower shareholders.
To read our full press release, and to keep up with all of VivoPower’s releases, visit our Press Releases page.
Imagine a workplace where opportunities aren’t determined by gender but by talent, ambition, and hard work. While this vision might sound ideal, systemic barriers and outdated norms often stand in the way of true gender equality. Enter Diversity, Equity, and Inclusion (DEI).
DEI programs are designed to level the playing field and create fair, supportive environments for everyone. These initiatives help drive innovation, enhance employee satisfaction, and boost organisational success.
In this latest edition of our Investing in People series, we’ll uncover how DEI programs are transforming workplaces, breaking down barriers, and paving the way for a more equitable future.
Tackling Systemic Imbalances
Gender equality in the workplace doesn’t happen by accident. It requires a conscious effort to address deeply rooted systemic imbalances. DEI programs are designed to do just that.
These initiatives take a magnifying glass to hiring practices, promotions, and daily operations to identify biases that may be holding women back. For example, some organisations have revamped their recruitment strategies by anonymising résumés to prevent unconscious bias, ensuring that gender doesn’t influence hiring decisions.
This approach doesn’t just level the playing field—it builds a pipeline of female talent ready to ascend to leadership roles. Companies that prioritise equitable practices aren’t just checking a box; they’re creating a more dynamic, innovative workforce.
Increasing Representation in Leadership
When you think of a leader, who comes to mind? If your mental image skews male, you’re not alone. For too long, leadership roles have been dominated by men. DEI programs are actively changing this narrative by prioritising gender diversity in leadership positions.
Why is this important? Research consistently shows that organisations with more women in leadership roles outperform their peers. Several Harvard Business Review studies have even found that companies with diverse leadership see improved financial performance, decision-making, and employee engagement.
Representation is just the beginning. True gender equality requires a workplace culture where everyone feels valued, heard, and supported. This is where DEI programs truly shine.
Additionally, fostering open conversations about gender in the workplace helps break down stereotypes and encourages a sense of belonging. When employees feel included, they’re more likely to stay engaged and contribute to their full potential.
Boosting Employee Satisfaction and Retention
Here’s a win-win scenario: When companies invest in gender equality, employees are happier, and organisations benefit from reduced turnover.
Studies have shown that women are more likely to remain with companies that actively support DEI initiatives. This loyalty translates into lower recruitment costs and a more stable, experienced workforce. And it’s not just women who care—millennials and Gen Z workers prioritise diversity when choosing employers.
Imagine a workplace where every employee feels valued and supported. That’s the kind of environment DEI programs help create, and it’s a powerful driver of employee satisfaction.
Promoting Flexibility and Work-Life Balance
Flexibility is no longer a luxury—it’s a necessity. For many women, balancing work with caregiving responsibilities can be a daunting task. DEI programs advocate for policies that promote flexibility, making it easier for employees to manage their personal and professional lives.
From remote work options to generous parental leave, these policies aren’t just perks—they’re lifelines. Flexible work environments empower women to excel in their careers without sacrificing their personal commitments.
Measuring Progress and Holding Leaders Accountable
You can’t manage what you don’t measure. Effective DEI programs include clear metrics to track progress toward gender equality. This might involve conducting pay equity analyses, surveying employee satisfaction, or examining the representation of women at various organisational levels.
Accountability is key. Companies that hold their leadership teams responsible for meeting DEI goals send a strong message: Gender equality isn’t optional—it’s a priority. By making progress measurable, organisations can celebrate wins and identify areas for improvement.
For example, some companies tie executive bonuses to diversity metrics, ensuring that leaders are personally invested in driving change. It’s a bold move, but it underscores the importance of walking the talk.
Why DEI Programs in the Workplace Matter
Advancing gender equality through DEI programs isn’t just the right thing to do—it’s smart business. Diverse teams bring fresh perspectives, foster creativity, and improve problem-solving.
Moreover, companies that champion gender equality are better positioned to attract top talent, meet the expectations of socially conscious consumers, and build a reputation as industry leaders.
But perhaps the most compelling reason to invest in DEI initiatives is the impact on individuals. When organisations create environments where everyone can thrive, they empower employees to reach their full potential, regardless of gender.
Looking Ahead to the Future of Workplaces
While significant progress has been made, there’s still work to be done. Achieving true gender equality in the workplace requires sustained effort, intentionality, and a willingness to challenge the status quo.
The good news? DEI programs provide a roadmap for success. By addressing systemic barriers, increasing representation, fostering inclusivity, enhancing satisfaction, promoting flexibility, and ensuring accountability, these initiatives are paving the way for a brighter, more equitable future.
So, the next time you hear “DEI,” think beyond the acronym. Think about the real people whose lives are improved when organiations commit to fairness and inclusion. And remember: Gender equality isn’t just a goal—it’s a journey, and every step forward matters.
With COP29 now in full swing, world leaders and climate advocates are setting their sights on a crucial mission: boosting climate finance to tackle global environmental and social challenges head on.
COP29 remains one of the most important avenues where hard questions about who pays, how much, and in what form will finally (and hopefully) get some answers. In this edition of Arowana Insights, we present a breakdown of the most salient issues and the crucial moves needed to bolster funding towards genuine climate action.
Will COP29 kick off a new course of climate action for the world?
Moving Beyond US$100B: Setting a New Collective Quantified Goal
Remember the US$100bn climate finance goal set in 2009? It was like promising a trickle when the world needed a flood. Though developed nations eventually met that goal in 2022, it fell woefully short of the trillions actually required. Enter the New Collective Quantified Goal (NCQG), COP29’s shot at a much-needed upgrade. The goal isn’t simply to raise more money; it’s about building resilience for countries bearing the brunt of climate change.
Agreeing on a number to work towards has also yielded a diversity of opinions. Developing nations insist they need significant support to handle new environmental realities, while wealthier countries are cautious about stretching the goal too far. Thus, the challenge is to find a balance that is both ambitious and achievable – one that meets the needs of countries most vulnerable to the perils of a changing climate.
Funding Face-Off: Who Puts Up the Cash?
When it comes to funding, the tug-of-war is real. Developing nations argue they’re dealing with the worst of climate impacts and deserve robust financial backing. On the other hand, developed nations, while recognising the need, are wary about footing a limitless bill. To add to the drama, there is debate over public versus private funding. Wealthy countries want private investors to pitch in, while developing nations worry private funds alone won’t be enough.
The answer might lie in a multi-source approach. Think of it as a climate finance layer cake, with each layer funded differently. Public funds could support critical adaptation efforts, while private investments – especially in infrastructure – can top off the cake, driving growth in areas with higher investment returns. It’s a compromise, but one that might just serve everyone’s interests.
Grants vs Loans: Climate Finance Takes Shape
Money is one thing, but how it’s given matters just as much. Developing countries prefer grants that don’t require repayment, helping them fight climate change without the added burden of debt. Developed nations, however, often view loans and private investments as part of the solution.
To address these concerns, COP29 may explore a hybrid model: grants for urgent needs such as disaster resilience and concessional loans for larger, long-term projects. It’s about striking the right balance by supporting countries without setting them back further financially.
Urgency and Accountability: The Clock Is Ticking
If the climate clock had a snooze button, then it would be broken. With extreme weather on the rise, the need for an accountable framework has become more urgent than ever. And with the possibility of political tensions in different parts of the world escalating, there’s now a stronger push than ever for an agreement that withstands the winds of political change.
This time around, the call is for solid accountability measures. Clear timelines, mandatory reporting, and potential penalties are on the table. These mechanisms aren’t just bureaucratic boxes to tick; they’re essential tools to ensure climate finance commitments are met and delivered whenever and wherever they’re needed the most.
Adaptation, Loss and Damage: Dedicated Funds for Climate Justice
Climate finance isn’t also about just cutting emissions. For vulnerable countries, it’s also about preparing for – and recovering from – the inevitable. While mitigation funding is still crucial, there’s a growing demand for funds dedicated to adaptation as well as loss and damage.
Adaptation is all about future-proofing – building stronger infrastructure, supporting resilient agriculture, and fortifying coastlines. Loss and damage, on the other hand, is about compensating countries for irreparable climate-related losses. It’s one of the thorniest issues on the table, as developed countries fear it may expose them to liability claims. COP29’s answer could involve a separate, flexible fund for loss and damage, a financial lifeline that doesn’t detract from broader climate finance goals.
A Path Forward: Making Climate Finance Work for All
Setting a new climate finance framework at COP29 isn’t just a challenge; it’s a pivotal opportunity. Here are some of the game-changing ideas on the table:
Layered Financing: By segmenting funds, COP29 could ensure that grants support immediate adaptation needs while loans or private investments power long-term projects.
Transparency and Accountability: Proposals for standardising reports, publicising contributions, and even imposing penalties for non-compliance could enhance trust and reduce funding gaps.
Engaging the Private Sector: Governments alone can’t fill the financial void. Incentives for green investments could unlock private capital for climate initiatives, particularly in tech-heavy, market-driven sectors such as renewable energy and sustainable infrastructure.
COP29’s Role in Redefining Climate Finance
COP29 has the power to change the climate finance game. If delegates can reach a consensus on key issues such as funding sources, financing forms, and transparency, COP29 could mark a watershed moment for vulnerable nations on the frontlines of climate risk management. It’s a chance to go beyond old promises and put real financial backing behind climate resilience.
The decisions made at COP29 will influence everything from how nations adapt to rising sea temperatures to how farmers protect crops against unpredictable weather. More than just setting new climate finance targets, COP29 is about laying down the financial backbone for a future where even the most vulnerable nations have the resources they need to face the climate challenge. By bridging funding gaps, ensuring accountability, and fostering collaboration, COP29 could transform climate finance from an aspiration into genuine and concrete action, and from promises into practical solutions.
Arowana is pleased to advise that one of our investment entities in Australia, AWN, has been informed that the class action lawsuit regarding the 2014 IPO of its former subsidiary, Intueri Education Group, has settled without recourse to AWN shareholders or the broader Arowana group and its executives. The agreement between the parties includes the settlement of all third-party claims relating to external advisers that AWN had appointed to provide specialist local NZ advice in relation to regulatory matters, government liaison, as well as the execution of the IPO in NZ. The outcome was significantly better than expected. A summary judgement claim filed by the plaintiffs had previously been dismissed by the NZ High Court in April 2021.
Terms of the settlement are confidential.
For more news and insights, stay tuned to the Arowana website.
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
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 (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.
FAST is a Canadian headquartered hydrogen technology company that converts ICE (internal combustion engine) vehicles to run on hydrogen with offices and factory locations in Canada and Japan. FAST was co-founded and is led by one of the automotive industry's leading luminaries, Ken Okuyama. Mr. Okuyama is best known for being the chief designer of the Enzo Ferrari, whilst working at Pininfarina. He also oversaw projects including Ferrari 599 GTB Fiorano, Ferrari 456M GT, Ferrari California, Ferrari 612 Scaglietti, Ferrari Rossa (Concept car), Mitsubishi Colt CZC, Maserati Birdcage 75th, Maserati Quattroporte V and Ferrari P4/5. Mr. Okuyama previously worked for Porsche, helping design the new generation of the Porsche 911 (aka 996) as well as the Boxster. Prior to that Mr. Okuyama was a design director at Advanced Concept Center of General Motors where he directed the world’s first production electric car, EV1, and solar energy race car, Sunracer.
To read the full press release, and to keep up with all of VivoPower’s releases, visit the company's Press Releases page.
About FAST
FAST is a Canadian headquartered hydrogen technology company that focuses on developing technologies that promote the adoption of hydrogen. FAST will be launching several vehicle models powered by hydrogen powered internal combustion engines as well as a conversion platform for gasoline and diesel vehicles to run on hydrogen. FAST has offices and factory facilities in Toronto (Canada), Tokyo (Japan) and Yamagata (Japan).
