- VivoPower Ordinary Shares to List on
The Nasdaq Capital Market Under the Symbol “VVPR”
VivoPower International PLC (“VivoPower” or the “Company”), a
global next generation solar power company, and Arowana Inc.
(Nasdaq:ARWA) (“ARWA”), today announced the closing of their
business combination transaction.
Pursuant to the transaction, ARWA contributed approximately
$16.8 million in cash to VivoPower in exchange for 6,088,200 newly
issued VivoPower ordinary shares, which are to be distributed to
holders of ARWA’s ordinary shares, rights and warrants as of 28
December 2016 (the “record date”). Holders of ARWA’s ordinary
shares on the record date will receive one VivoPower ordinary share
for each ARWA share, or 4,769,850 shares in the aggregate. Holders
of ARWA’s rights on the record date will receive one-tenth of one
VivoPower ordinary share for each right, or 878,900 shares in the
aggregate. Holders of ARWA’s warrants on the record date will
receive one-twentieth of one VivoPower ordinary share for each
warrant, or 439,450 shares in the aggregate.
In connection with the transaction, VivoPower promptly will
acquire approximately 80.1% of the outstanding shares of VivoPower
Pty Ltd (“VivoPower Australia”) for a purchase price of 1,750,308
VivoPower ordinary shares. VivoPower Australia operates
photovoltaic (“PV”) solar array projects in Australia. In addition,
VivoPower will also promptly acquire all of the outstanding shares
of Aevitas O Holdings Pty Ltd (“Aevitas Holdings”), which is a
holding company that, promptly following its acquisition by
VivoPower, will acquire 99.9% of the outstanding shares of Aevitas
Group Limited (“Aevitas”), a provider of power services throughout
Australasia, for a purchase price of $9.1 million. In addition to
its own operations, Aevitas owns the 19.9% of VivoPower Australia’s
outstanding shares not being acquired directly by VivoPower.
The contribution of cash by ARWA to VivoPower and the
acquisitions by VivoPower of VivoPower Australia and Aevitas
Holdings, and the issuances of VivoPower ordinary shares in
connection therewith, are referred to collectively as the “Business
Combination.”
Prior to the Business Combination, VivoPower was wholly owned by
Arowana International Limited (“AWN”), a publicly traded company on
the Australian Securities Exchange (“ASX”) that is an affiliate of
certain officers, directors and shareholders of ARWA. Upon
completion of the Business Combination, there will be 13,557,387
ordinary shares of VivoPower issued and outstanding, with AWN and
entities affiliated with AWN owning a majority of such shares.
VivoPower’s ordinary shares are scheduled to commence trading on
The Nasdaq Capital Market on or about 29 December 2016 under the
symbol “VVPR.” ARWA’s securities will cease trading on
The Nasdaq Capital Market as of 28 December 2016.
Dr. Philip Comberg, Chief Executive Officer of VivoPower,
commented, “We are pleased to have completed the business
combination transaction with Arowana Inc. and to introduce as a
public company this innovative next generation solar company. The
Nasdaq listing will provide VivoPower with a platform to accelerate
the execution of its strategic plan in the coming months, which we
believe will establish the Company as a leading global solar power
company and generate positive results for our shareholders.”
Kevin Chin, Non-Executive Chairman of the Board of VivoPower and
Chairman of the Board and Chief Executive Officer of ARWA,
commented, “VivoPower’s innovative and capital efficient business
model has the potential to deliver significant growth and maximize
the performance and value of solar assets for its customers. In
under two years, development and performance of the Company’s solar
assets have exceeded expectations. We are excited by the Company’s
strong momentum and large and growing global addressable market. We
look forward to contributing to and participating in the rollout of
the Company’s plan to acquire, build, finance and operate solar
assets worldwide.”
Upon the closing of the Business Combination, ARWA has no
further ongoing business operations and intends to dissolve and
liquidate as soon as practicable and to deregister its ordinary
shares, rights, warrants and units under Section 12(b), and suspend
its periodic reporting obligations under Section 15(d), of the
Securities Exchange Act of 1934, as amended.
Following the closing, VivoPower’s Board of Directors plans to
promptly seek shareholder approval as required by U.K. law for the
Company’s repurchase of up $10 million of VivoPower’s outstanding
ordinary shares. Repurchased shares are expected to be held in
treasury and used to seed a dual listing of VivoPower’s ordinary
shares on the ASX and be available for reissuance under VivoPower’s
proposed equity incentive plan. Such repurchases are expected to be
funded with operating cash flow available to VivoPower. Share
repurchases, if implemented, would occur from time to time as
market and business conditions warrant in open market, negotiated
or block transactions, and would be subject to the availability of
shares at prices which are acceptable to the Company. Whether the
Company makes any repurchases will depend on many factors,
including, but not limited to, the receipt of shareholder approval,
the availability of operating cash flow, VivoPower’s business and
financial performance, the business and market conditions at the
time, the price of the Company’s ordinary shares and other factors
that management considers relevant. Accordingly, there is no
guarantee as to the timing or number of shares that would be
repurchased.
About VivoPower
VivoPower is a global next generation solar power company that
operates a build, transfer and operate (“BTO”) model to establish
an installed solar power asset base in a capital efficient manner.
VivoPower does this by aggregating small and medium sized PV solar
projects underpinned by long term power purchasing agreements and
then arranges corporate and project financing, engineering design
and equipment procurement and manages the build out of such solar
PV projects for asset owners. VivoPower intends to leverage this
asset base to sell distributed generation power, manage power
support services (encompassing operations, maintenance and
optimization) and data driven energy services for commercial,
industrial and government customers, pursuant to long term
contracts with the asset owners so as to maximize the performance
and value of their solar assets.
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 characterizations 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 benefits
of the transactions described in this communication; the completion
of each transaction comprising the Business Combination; the future
financial performance of VivoPower following the Business
Combination; plans to make future repurchases of VivoPower’s
ordinary shares, including with respect to the source of funds for
such repurchases; and the possible dual listing of VivoPower’s
ordinary shares on the ASX. These statements are based on
VivoPower’s managements’ 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 business conditions,
fluctuations in customer demand, changes in accounting
interpretations, management of rapid growth, intensity of
competition from other providers of products and services, general
economic conditions, geopolitical events and regulatory changes and
other factors set forth in VivoPower’s filings with the 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161228005450/en/
VivoPowerCarl Weatherley-WhiteGroup Director of
Financecarlww@vivopower.comorArowana Inc.Gary San Hui,
+612-8083-9800Chief Financial Officer, Chief Investment Officer and
Secretaryinvestor.relations@arowanaco.com
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