Tembo E-LV and CCTS Form Strategic Alliance
Tembo E-LV B.V. (“Tembo”), a subsidiary of the Nasdaq-listed B Corporation VivoPower International PLC (NASDAQ: VVPR), has officially signed a definitive Business Combination Agreement (“BCA”) with Cactus Acquisition Corp. 1 Limited, a special purpose acquisition company based in the Cayman Islands (NASDAQ: CCTS, CCTSW, CCTSU). This agreement establishes a combined enterprise value of approximately US$904 million, assuming there are no public trust redemptions before the transaction is finalized.
Details of the Business Combination Agreement
This Business Combination Agreement paves the way for the merger between Tembo and CCTS. This follows extensive due diligence and the board of directors of CCTS receiving a fairness opinion from an independent third party. The pro forma enterprise value, excluding any redemptions, underscores the commitment from both parties to pursue this transformative merger.
Next Steps and Expected Timeline
The parties involved are working towards filing a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (SEC) as part of the proposed Business Combination. They are focused on closing the transaction while meeting all essential closing conditions, including SEC review and shareholder approval from CCTS, with a goal to complete everything before the end of 2024.
Listing and Future Plans
As part of the merger process, an application will be made to Nasdaq to list the securities of a newly formed entity, which will be called Tembo Group. This development is anticipated to expand the market presence of the combined entity, aligning with sustainable energy initiatives.
Strategic Reasons for the Combination
The collaboration between Tembo and CCTS presents a significant opportunity for both companies in the electric utility vehicle market. Tembo is known for its innovative electric utility vehicles (EUVs) tailored for demanding applications across various industries, including mining, agriculture, energy, and construction. This merger is expected to enhance Tembo's operational capabilities, allowing for further advancements in electrification solutions for fleet owners.
Tembo's Commitment to Sustainability
Tembo is dedicated to providing high-performance electric utility vehicles that support sustainability and the shift towards decarbonisation. The strategic partnership with CCTS will help Tembo expand its electric offerings, improving asset longevity and lowering operating costs for fleet owners. With increasing global environmental regulations, Tembo is well-positioned to meet the rising demand for sustainable transport solutions.
Leadership and Advisory Roles
Chardan has been appointed as the exclusive financial and capital markets advisor to VivoPower and Tembo during this crucial transition. White & Case LLP is providing legal counsel in the U.S., while NautaDutilh N.V. serves as the legal advisor in the Netherlands for VivoPower. For CCTS, Ellenoff Grossman & Schole LLP offers legal guidance in the U.S., and De Metz Advocaten N.V. provides legal support in the Netherlands.
Market Position and Future Opportunities
With operations spanning North America, Europe, Australia, and the Middle East, VivoPower's strategy is centered on delivering comprehensive solutions for electrification and energy efficiency. This merger is expected to strengthen the combined company's position in the sustainability market, facilitating broader applications of Tembo's technology and encouraging innovation.
Frequently Asked Questions
What is the value of the Business Combination Agreement between Tembo and CCTS?
The Business Combination Agreement values the merger at approximately US$904 million, assuming there are no redemptions by public shareholders.
What industries does Tembo serve with its electric utility vehicles?
Tembo’s electric utility vehicles are designed for various sectors, including mining, agriculture, defense, construction, and energy utilities.
Who are the financial advisors for VivoPower and Tembo?
Chardan serves as the exclusive financial and capital markets advisor for VivoPower and Tembo throughout the merger process.
What are the next steps following the execution of the BCA?
The involved parties plan to file a registration statement with the SEC and aim to close the transaction while meeting all necessary conditions by the end of 2024.
How does this merger impact Tembo's sustainability goals?
This merger enhances Tembo's ability to provide innovative electric utility solutions, thereby supporting their commitment to sustainability and decarbonisation initiatives.
