Filed
by VivoPower International PLC
Pursuant
to Rule 425 under the Securities Act of 1933, as amended
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934, as amended
Subject
Company: VivoPower International PLC
Commission
File No. 001-37974
Date:
July 1, 2024
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
under
the Securities Exchange Act of 1934
July
29, 2024
Commission
File Number 001-37974
VIVOPOWER
INTERNATIONAL PLC
(Translation
of registrant’s name into English)
The
Scalpel, 18th Floor, 52 Lime Street
London
EC3M 7AF
United
Kingdom
+44-203-667-5158
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form
20- F ☒ Form 40-F ☐
CONTENTS
On
July 29, 2024, VivoPower International PLC (the “Company”) issued a press release announcing VIVOPOWER’S TEMBO EXTENDS
HEADS OF AGREEMENT EXCLUSIVITY FOR US$838M MERGER WITH CCTS. The related press release is attached hereto as Exhibit 99.1.
This
Report on Form 6-K, including Exhibit 99.1, is hereby incorporated by reference into the Company’s Registration Statements on Form
S-8 (File Nos. 333-227810, 333-251546, 333-268720, 333-273520), Form F-3 (File No. 333-276509) and Form F-1 (File No. 333-267481).
EXHIBIT
INDEX
Exhibit
99.1 — Press Release
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
July 29, 2024 |
VivoPower
International PLC |
|
|
|
/s/
Kevin Chin |
|
Kevin
Chin |
|
Executive
Chairman |
Exhibit
99.1
VIVOPOWER’S
TEMBO EXTENDS HEADS OF AGREEMENT EXCLUSIVITY FOR US$838M MERGER WITH CCTS
Exclusivity
period for Heads of Agreement extended to 31 August 2024
Extension
to enable Tembo to consummate material transaction and update disclosure
LONDON,
July 29, 2024 (GLOBE NEWSWIRE) – The Nasdaq-listed B Corp, VivoPower International PLC (Nasdaq: VVPR, “VivoPower”),
announced today that its electric vehicle subsidiary, Tembo e-LV B.V. (“Tembo”), has agreed to a further one month extension
of its exclusive heads of agreement with Nasdaq-listed Cactus Acquisition Corporation I (Nasdaq: CCTS, CCTSW, CCTSU, “CCTS”)
to 31 August 2024.
The
extension is intended to provide additional time for Tembo to consummate a material transaction and update disclosures before finalising
a definitive business combination agreement relating to the proposed transaction as well as the independent fairness opinion.
VivoPower
International PLC
www.vivopower.com
![](https://www.sec.gov/Archives/edgar/data/1681348/000149315224029417/ex99-1_002.jpg)
About
VivoPower
VivoPower
is an award-winning global sustainable energy solutions B Corporation company focused on electric solutions for off-road and on-road
customised and ruggedised fleet applications as well as ancillary financing, charging, battery and microgrids solutions. The Company’s
core purpose is to provide its customers with turnkey decarbonisation solutions that enable them to move toward net-zero carbon status.
VivoPower has operations and personnel covering Australia, Canada, the Netherlands, the United Kingdom, the United States, the Philippines,
and the United Arab Emirates.
About
Tembo
Tembo
electric utility vehicles (EUVs) are the premier 100% electric solution for ruggedised and/or customised applications for fleet owners
in the mining, agriculture, energy utilities, defence, police, construction, infrastructure, government, humanitarian, and game safari
industries. Tembo provides safe, high-performance off-road and on-road electric utility vehicles that meet exacting standards of safety,
reliability, and quality. Its core purpose is to provide safe and reliable electrification solutions for utility vehicle fleet owners
globally, helping perpetuate useful life, reduce costs, maximise return on assets, meet ESG goals and activate the circular economy.
Tembo is a subsidiary of the Nasdaq listed B Corporation, VivoPower International PLC
Forward-Looking
Statements
This
communication includes certain statements that may constitute “forward-looking statements” for purposes of the U.S. federal
securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other
characterisations 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,” “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. 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.
![](https://www.sec.gov/Archives/edgar/data/1681348/000149315224029417/ex99-1_002.jpg)
Additional
Information and Where to Find It
If
a definitive business combination agreement relating to the proposed transaction is executed, a full description of the terms of the
transaction will be included in a registration statement on Form F-4 (the “Registration Statement”), which will include a
proxy statement/prospectus, to be filed with the U.S. Securities and Exchange Commission (the “SEC”). Shareholders of CCTS
and other interested persons are advised to read, when available, the Registration Statement, including the preliminary proxy statement/prospectus,
any amendments thereto and the definitive proxy statement/prospectus. CCTS, Tembo and VivoPower may also file other documents with the
SEC regarding the proposed transaction. The definitive proxy statement/prospectus will be sent to the shareholders of CCTS as of the
record date established for voting on the proposed transaction and will contain important information about CCTS, VivoPower, Tembo, the
proposed transaction and other related matters. Shareholders of CCTS and other interested persons will be able to obtain copies of the
Registration Statement, including the preliminary proxy statement/prospectus contained therein, the definitive proxy statements/prospectus
and the other documents filed or that will be filed with the SEC in connection with the proposed transaction, without charge, once available,
at the SEC’s website at www.sec.gov.
Participants
in the Solicitation
CCTS,
Tembo, VivoPower and their respective directors and officers may be deemed participants in the solicitation of proxies of CCTS shareholders
in connection with the proposed transaction. More detailed information regarding the directors and officers of CCTS, and a description
of their interests in CCTS, is contained in CCTS’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal
year ended December 31, 2023, which was filed with the SEC on April 15, 2024, and is available free of charge at the SEC’s website
at www.sec.gov. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of
CCTS’s shareholders in connection with the proposed transaction and other matters to be voted upon at the meeting of CCTS’s
shareholders will be set forth in the Registration Statement for the transaction when available.
No
Offer or Solicitation
This
press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect
of the proposed transaction. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption
therefrom.
Contact
Shareholder
Enquiries
shareholders@vivopower.com
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