VivoPower PLC (NASDAQ:VIVO, FRA:51J) told investors that it is sharpening its strategic focus on its artificial intelligence data center business while updating plans for the separation of its non-core subsidiaries, Tembo e-LV B.V. and Caret Digital.
The company said its board has determined that the development and expansion of its AI data center business will become its principal strategic priority, with the separation of Tembo and Caret Digital proceeding in a manner aligned with that objective.
For Tembo, VivoPower said the proposed business combination with Cactus Acquisition Corp. 1 Limited, originally announced in August 2024, remains under review by the US Securities and Exchange Commission (SEC).
Subject to SEC clearance, shareholder approvals and other customary closing conditions, the combined company is expected to be renamed Tembo Group N.V. and list on the Nasdaq Stock Market under the ticker symbol ‘TEMB,’ which has already received Nasdaq approval.
VivoPower said it expects to retain a minority stake in the combined entity if the transaction closes.
The company also announced that it is discontinuing previously announced plans for a special dividend distribution related to the Tembo transaction. Earlier indicative record dates, distribution ratios, valuation estimates and other implementation details disclosed in prior announcements are no longer valid and will be replaced by arrangements outlined in the amended business combination agreement and SEC registration statement once it becomes effective.
VivoPower added that there can be no assurance the Tembo business combination will be completed on the currently anticipated terms or timeline, or at all.
The company also provided an update on Caret Digital, its US-based solar development and digital asset mining business.
Following a strategic review, VivoPower said it now favors a complete separation of Caret Digital rather than the previously proposed structure, which would have involved a partial spin-off through a special dividend while VivoPower retained an ownership interest. The board said it also considered weaker market conditions for digital assets and related industries since the earlier proposal.
Under the revised plan, VivoPower intends to distribute its entire ownership interest in Caret Digital to shareholders on a pro rata basis through an in-specie distribution, subject to board approval, regulatory clearances, stock exchange approvals, required transaction documentation and market conditions.
The company said the revised proposal is intended to provide shareholders with their full proportional economic interest in Caret Digital rather than the partial distribution previously contemplated.
VivoPower noted that the proposed separation remains subject to multiple approvals and conditions, including arrangements for Caret Digital to list on a US national securities exchange. The company said there is no assurance regarding the final structure, timing or completion of the transaction and that additional updates will be provided as required.