LONDON, UK, July 2, 2026 (Globe Newswire) — VivoPower PLC (NASDAQ: VIVO) (“VivoPower” or the “Company”), a B Corp-certified global developer and owner of powered land and data center infrastructure for AI computing applications, today announced its strategic direction and its subsidiaries Tembo e-LV BV (“Tembo”) and Caret Digital (“Caret Digital”). We provide the following updates regarding previously announced separation efforts related to: After strategic consideration, our Board of Directors has decided that VivoPower, as a group and as a key strategic priority, will focus on the development and expansion of the AI data center business and that the respective separations of Tembo and Caret Digital from the VivoPower Group (each a non-core business of the Group) will proceed in a manner consistent with that strategic priority.
Tembo business integration
As previously disclosed, on August 29, 2024, the Company entered into a Business Combination Agreement (as amended) with . Cactus Acquisition Corp. 1 Limited (“CCTS”) in connection with a proposed business combination involving Tembo (the “Tembo Business Combination”). The registration statement on Form F-4 relating to the proposed Tembo business combination remains under review with the U.S. Securities and Exchange Commission (the “SEC”).
It is currently contemplated that, upon completion of the SEC review process, receipt of required stockholder approvals, and the satisfaction (or waiver, as applicable) of other conditions necessary to closing, and subject to customary conditions and necessary regulatory approvals, the combined entity will be named Tembo Group NV, its common stock will be listed on the Nasdaq Stock Market, and the Company will have a minority interest in the combined entity.
Consistent with the Board of Directors’ decision for VivoPower to focus on its AI data center business as a key strategic priority, and in view of the terms of the Tembo Business Combination described above, the Company confirms that the special dividend and related record date arrangements referenced in the Company’s press release dated June 9, 2025 and related or subsequent announcements (together, the “Prior Tembo Dividend Announcement”) are hereby superseded and replaced by the arrangements described below. Business Combination Agreement, as amended, and Registration Statement on Form F-4 when declared effective by the SEC. Without limitation, the indicative ex-dividend dates and indicative record dates referenced in prior Tembo distribution announcements, together with any other indicator parameters, valuation metrics, distribution rates, implementation procedures or anticipated timing set out or referenced in prior Tembo distribution announcements, are no longer valid and should not be relied upon by VivoPower shareholders or any other person.
The Company has been approved by Nasdaq to use the ticker “TEMB”. However, there can be no assurance that the Tembo business combination will be completed on the terms and schedule currently contemplated, or at all. The Company will provide further updates regarding the Tembo Business Combination as required by applicable law or its disclosure obligations.
caret digital
As previously disclosed, including in our press release dated June 24, 2025 and related announcements (together, the “Prior Caret Announcements”), VivoPower has been evaluating strategic options for its legacy U.S.-based solar power development and digital asset mining operations organized under the Caret Digital brand. These options include the possible separation of Caret Digital from the broader VivoPower group by means of a spin-off of Caret Digital, combined with a special dividend in the form of Caret Digital shares to VivoPower shareholders, carried out in connection with a proposed direct listing of Caret Digital on the US National Stock Exchange.
As a result of a strategic review conducted by our Board of Directors in consultation with our advisors, our Board of Directors has determined that VivoPower, as a group, will focus on the development and commercialization of our AI data center business as a key strategic priority. In light of this decision, the Board considers that a complete and complete separation of Caret Digital from the VivoPower Group is preferable to the arrangement previously contemplated based on previous Caret announcements (which involved VivoPower’s continued holding of the Caret Digital shares, alongside a partial specie special dividend to VivoPower shareholders). The Board has also taken into account the deterioration in digital assets and associated market conditions, particularly since the previous Caret announcement.
Accordingly, the Company confirms that the special dividend and related specie distribution arrangements referred to in the previous Caret Announcement are hereby abolished and replaced by the potential separation proposal described below. Indicator parameters set or referenced in advance caret announcements (including indicative record dates, indicative distribution rates, valuation metrics and other indicative implementation steps) are no longer valid and should not be relied upon.
Pursuant to the Proposed Demerger, and subject to the matters referred to below, the entire issued share capital of Caret Digital held by the VivoPower Group will be distributed in specie on a pro rata basis to the VivoPower shareholders in due course (the “Proposed Demerger”). The proposed separation is designed to provide VivoPower shareholders with a full pro rata economic interest in Caret Digital, rather than the partial special dividend distribution contemplated in previous Caret announcements.
The Board of Directors is committed to implementing the proposed separation, subject to the matters referred to in this section. The following conditions apply, inter alia, to the implementation of the proposed separation: The final terms of the proposed split are subject to final approval by the Board of Directors. receipt of all necessary regulatory, stock exchange, and, if necessary, shareholder approvals; Agreement on final transaction documents. the effectiveness of any registration, listing or other arrangements necessary in connection with the listing of Caret Digital on a U.S. National Stock Exchange; General market conditions. and that customary conditions are met. Accordingly, although we intend to proceed with the proposed separation, we cannot guarantee the final structure, form, timing or other terms of the proposed separation, or whether or when the proposed separation will be implemented, and further announcements will be made in due course.
No offering of securities will occur as a result of this announcement. This announcement does not constitute, and shall not be construed as, an offer to sell or the solicitation of an offer to buy any securities, and does not constitute tax, legal, or investment advice. VivoPower stockholders are encouraged to consult their own professional advisors regarding the tax, legal and other implications of the proposed separation. Any securities that may be offered, issued or distributed in the future in connection with the proposed separation will not be offered, sold or distributed in any jurisdiction in which such offering, sale or distribution would be unlawful. The Company intends to make further announcements regarding Caret Digital, including the proposed separation, as required by applicable law or its disclosure obligations.
About VivoPower
Founded in 2014 and listed on Nasdaq since 2016, VivoPower is an award-winning B Corporation with data centers and powered land-based infrastructure in Norway, Finland, and the United Arab Emirates. The company’s mission is to be an independent and trusted partner to sovereign nations in developing and operating sustainable data center infrastructure, ensuring sovereign control over power, data and national information. In doing so, VivoPower helps sovereign nations bridge the gap between their energy assets and AI ambitions by providing the Power-to-X infrastructure needed to build and control national intelligence hubs.
Forward-looking statements
This communication contains certain statements that may constitute “forward-looking statements” for purposes of U.S. federal securities laws. Forward-looking statements include, but are not limited to, statements that make predictions, projections or other characterizations of future events or conditions, including underlying assumptions. “anticipate”, “believe”, “continue”, “may”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “could”, “could”, “anticipate”, “anticipate” , “should,” “will” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that the statement is not forward-looking. Forward-looking statements may include, for example, statements regarding the appointment of advisory board members, the expected contributions of advisory board members, our ability to execute our AI infrastructure strategy, and the benefits of the events or transactions described in this communication. These statements are based on the current expectations or beliefs of VivoPower management and are subject to risks, uncertainties and changes in circumstances. Actual results may differ materially from those expressed or implied by statements herein due to changes in economic, business, competitive and/or regulatory factors and other risks and uncertainties affecting VivoPower’s business operations. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, increased competition from other product and service providers, changes in general economic conditions, geopolitical events and regulatory changes, and other factors described in VivoPower’s filings with the Securities and Exchange Commission. The information contained herein should be read in light of such risks. VivoPower undertakes no obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.
