VivoPower International and Arowana Inc. completing merger

Written By: Stratton Report
December 28, 2016

On December 28, VivoPower International PLC and Arowana Inc. announced the closing of their merger.

According to the firms, ARWA contributed approximately $16.8 million in cash to VivoPower in exchange for 6,088,200 newly issued shares, which are to be distributed to holders of ARWA’s ordinary shares, rights and warrants.

VivoPower stressed that it would in turn acquire approximately 80.1% of the outstanding shares of Australian VivoPower Pty Ltd for a purchase price of 1,750,308 VivoPower ordinary shares, as well as acquiring all of the outstanding shares of Aevitas O Holdings Pty Ltd. which in turn will acquire 99.9% of the outstanding shares of Aevitas Group Limited 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.

Prior to the transaction, VivoPower was wholly owned by Arowana International Limited. Upon completion of the deal, according to the firms, 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.

Per both firms, 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, noted:

“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, remarked:“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 deal, ARWA emphasized that it will have 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.