Energi to Acquire 51% of Tembo with VivoPower Retaining Significant Stake Post-Merger
Energi Holdings Limited has agreed to acquire a 51% stake in Tembo e-LV B.V. through a strategic PIPE investment, while VivoPower International PLC will maintain a notable shareholding in Tembo following the SPAC merger. This strategic move supports Tembo’s ongoing business combination with Cactus Acquisition Corp 1 Limited, which is valued at $838 million. With this development, Tembo is set to resume the finalization of its F-4 SPAC Registration Statement.
Details of the Acquisition
In a recent announcement, VivoPower International PLC revealed that it has finalized an agreement with Energi Holdings to secure a 51% ownership in Tembo. This acquisition is part of a PIPE investment based on a total enterprise valuation of $200 million for Tembo. The deal allows Tembo to move forward with its merger plans with the special purpose acquisition company, Cactus Acquisition Corp 1 Limited. The immediate focus will be on filing a registration statement on Form F-4, which will be reviewed by the Securities and Exchange Commission.
The valuation for Energi’s investment is derived from the overall enterprise value of Tembo, which is set at $200 million. The purchase price for the 51% stake will be adjusted based on Tembo’s net debt and other standard modifications at the time of closing. This investment is contingent on the successful completion of the merger agreement with Cactus Acquisition Corp 1 Limited and customary closing conditions. VivoPower will continue to hold a significant share in Tembo if the merger is successfully executed.
VivoPower’s Strategic Direction
The board of VivoPower, which is the parent company of Tembo, has initiated the process of assembling a dedicated board of directors for Tembo in anticipation of its public company listing. This move aligns with VivoPower’s strategic transformation into the first XRP-focused digital asset enterprise, emphasizing the acquisition and management of Ripple Lab shares and XRP digital assets as part of a diversified treasury strategy.
Since its founding in 2014 and subsequent listing on Nasdaq in 2016, VivoPower has expanded its operations globally, with a presence in regions including the United Kingdom, Australia, North America, Europe, the Middle East, and Southeast Asia. Recognized as a B Corporation for its sustainable energy solutions, VivoPower operates through two main business units: Tembo and Caret Digital. Tembo specializes in electric solutions for both customized off-road and on-road fleet applications, while Caret Digital focuses on optimizing renewable energy use cases, including digital asset mining.
About Tembo e-LV B.V.
Tembo e-LV B.V., a subsidiary of VivoPower, is dedicated to providing battery-electric and off-road vehicle solutions tailored for fleet owners across diverse industries such as mining, agriculture, energy utilities, and defense. Tembo’s mission is to offer safe and dependable electrification solutions for utility vehicle fleets worldwide.
Forward-Looking Statements
This press release contains forward-looking statements as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934. Statements that are not historical facts are considered forward-looking. These may include the Company’s assessment of Energi’s revised proposal, potential terms of the transaction, strategic initiatives related to the Tembo SPAC merger, and the transformation into an XRP-focused digital asset treasury.
These forward-looking statements are influenced by various factors, many of which are outside the Company’s control, including those outlined in the Risk Factors section of the Company’s 2024 Annual Report. The Company assumes no obligation to update these statements unless required by law. There is no certainty regarding the completion timeline of the investment from Energi or the merger with Cactus Acquisition Corp 1 Limited, and VivoPower will only disclose further details as deemed necessary.
