VivoPower, FAST announce merged entity will be headquarted in the UK

VivoPower International previously announced that it entered into a strategic heads of agreement to merge with Future Automotive Solutions and Technologies. The Heads of Agreement is exclusive for 90 days but is non-binding. The Company hereby provides further details on the proposed domicile of the combined entity and the proposed merger structure. Upon completion of the Transaction, the combined entity intends to remain headquartered in the United Kingdom. This is in an effort to qualify for significant and attractive potential UK Government incentives that have been announced. The incumbent UK Government that was elected in July 2024 has announced that clean energy is one of its top two missions, alongside economic growth. It has re-affirmed a goal of decarbonising the UK’s electricity generation to achieve net zero carbon emissions by 2030 and has re-instated a policy to ban the sale of diesel and petrol internal combustion engine vehicles by 2030. This had previously been deferred to 2035 under the previous UK Government. It has mandated for two investment bodies to be capitalised and tasked with driving investment into clean energy projects and companies, of which green hydrogen is an investment priority. These bodies are the Great British Energy unit and the National Wealth Fund, which have been allocated a combined budget of $21B. It is currently proposed that VivoPower will acquire FAST and issue restricted shares in VivoPower as consideration. Following the completion of the merger, VivoPower will remain a UK PLC corporation that is 49% owned by VivoPower shareholders and 51% by FAST shareholders. The Heads of Agreement values the pro forma combined company at an equity valuation of $1.13B. This means VivoPower’s shareholders will hold 49% valued at $556M whilst FAST shareholders will own 51%, valued at $578M. It is currently proposed that VivoPower will acquire FAST and issue restricted shares in VivoPower as consideration. Following the completion of the merger, VivoPower will remain a UK PLC corporation that is 49% owned by VivoPower shareholders and 51% by FAST shareholders. VivoPower insiders and affiliates will also commit to a lock up of their shares in the merged entity.