Cactus Acquisition Corp. 1 Limited *
PROPOSED BUSINESS COMBINATION: Tembo Group
ENTERPRISE VALUE: $904 million
ANTICIPATED SYMBOL: tbd
Cactus Acquisition Corp. 1 Limited proposes to combine with Tembo Group.
Tembo electric utility vehicles (EUVs) are a 100% electric solution for ruggedised and/or customised applications for fleet owners in the mining, agriculture, energy utilities, defence, police, construction, infrastructure, government, humanitarian, and game safari industries. Tembo provides safe, high-performance off-road and on-road electric utility vehicles. Its core purpose is to provide safe and reliable electrification solutions for utility vehicle fleet owners, helping to perpetuate useful life, reduce costs, maximise return on assets, meet ESG goals and seeks to further the circular economy. Tembo is a subsidiary of VivoPower, a Nasdaq listed B Corporation.
EXTENSION – 11/4/24 – LINK
- The SPAC approved the extension from November 5, 2024 to November 5, 2025.
- 1,148,799 Shares were redeemed at the meeting. – LINK
- No contribution will be made into the trust account.
SUBSEQUENT EVENT – 10/31/24 – LINK
- The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 500,000 shares
- The Sponsor will transfer 125,000 Class B shares to the non-redeeming shareholders, or 25,000 per month as needed.
TRANSACTION
- The BCA assigns a pro forma enterprise value, assuming no redemptions by CCTS public shareholders at or before closing, of $904 million and precludes any further direct investment into Tembo.
- The consideration to be paid to the equity holders of Tembo is $838,000,000, and will be paid entirely in the form of newly issued ordinary shares of Holdco, with each share valued at $10.00.
- The parties expect the BCA to be complete before the end of the calendar year 2024.
SPAC FUNDING
- There is no additional funding at this time.
LOCK-UP
- Company
- 183 Days following the Closing or if the share price equals or exceeds $12.00 for 20/30 trading days
- Sponsor
- Six months from the Closing or if the share price equals or exceeds $12.00 for 20/30 trading days, 50% of the shares will be released.
NOTABLE CONDITIONS TO CLOSING
- After giving effect to the Transactions (including the completion of the redemption of the shareholders of CCTS), Holdco having at least $5,000,001 of net tangible assets immediately after the Closing.
NOTABLE CONDITIONS TO TERMINATION
- By either CCTS or Tembo, if the Transactions is not consummated on or prior to the earlier of
- (a) February 2, 2025 and
- (b) the date that is the last date for CCTS to consummate its initial business combination in accordance with CCTS’s governing documents, provided CCTS shall make reasonable efforts to amend its governing documents to extend such last date
- By CCTS, if certain financial statements of Tembo have not been delivered to CCTS on or before October 31, 2024.
ADVISORS
- Company
- Chardan is acting as exclusive financial and capital markets advisor to VivoPower and Tembo.
- White & Case LLP is serving as U.S. legal advisor to VivoPower and Tembo
- NautaDutilh N.V. is serving as Dutch legal counsel to VivoPower and Tembo.
- SPAC
- Ellenoff Grossman & Schole LLP is serving as U.S. legal advisor to CCTS
- De Metz Advocaten N.V. is serving as Dutch counsel to CCTS.
SUBSEQUENT EVENT – 5/6/24 – LINK
- On April 29, 2024, the Company signed the Second Purchase Agreement with its sponsor, EVGI, and ARWM Pte Limited, under which EVGI agreed to transfer significant shareholdings to ARWM.
- This included 2,360,000 founders’ shares (which comprise nearly 46.5% of the Class A ordinary shares and all Class B ordinary shares of the Company) and 3,893,334 private placement warrants originally bought during the IPO.
- Prior to this, 170,000 Class A ordinary shares (3.36% of the class) were transferred to designated associates of the purchaser.
- The Original Sponsor retained 632,500 Class A ordinary shares (12.46% of the class) and 973,333 private warrants.
- This transaction is referred to as the “Second Transfer” and is part of a broader arrangement named the “Second Sponsor Alliance,” which also involves changes in management.
LETTER OF INTENT – 4/2/24 – LINK
- The SPAC announced it has entered into a binding heads of agreement whereby it will exclusively negotiate to consummate a business combination agreement to merge with Tembo, a global leader in utility vehicle electrification, and a subsidiary of VivoPower International PLC (NASDAQ: VVPR).
- The Business Combination Agreement incorporating a fairness opinion is expected to be completed in May 2024, whilst the transaction is targeted to close in August 2024.
- CCTS will issue 83.8 million shares in exchange for Tembo shares at $10 per CCTS share. This corresponds to a pre-money indicative equity valuation of Tembo of $838 million.
- Chardan Capital Markets LLC is acting as financial advisor to VivoPower and Tembo on this transaction.
SUBSEQUENT EVENT – 2/23/24 – LINK
- The SPAC entered into a sponsor securities purchase agreement with EVGI Limited (“Purchaser”).
- The Sponsor transferred to the Purchaser:
- (a) an aggregate of 2,530,000 founders’ shares, consisting of 2,529,999 Class A ordinary shares and one Class B ordinary share, and
- (b) 3,893,334 private placement warrants that had been purchased by the Sponsor concurrently with the Company’s IPO.
- The Transferred Securities collectively constituted 80% of the securities of the Company owned by the Sponsor prior to the transaction.
- The Sponsor has retained 632,501 Founders’ Shares and 973,333 Private Warrants.
- As part of the closing of the Sponsor Alliance on February 23, 2024, the Company introduced a change in management and the board of directors of the Company.
EXTENSION – 11/2/23 – LINK
- The SPAC approved the extension from November 2, 2023 to November 2, 2024.
- 347,980 shares were redeemed.
- $0.01/Share per month will be deposited into the trust account.
SUBSEQUENT EVENT – 10/27/23 – LINK
- The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 1,999,900 shares
- The Sponsor will transfer 199,900 Class B shares to the non-redeeming shareholders
SUBSEQUENT EVENT – 5/30/23 – LINK
- On May 30, 2023, the Company’s shareholders approved an amendment to the Articles, allowing the issuance of Class A shares upon conversion of Class B shares without the restriction on voting rights and trust account proceeds.
- 204,178 Class A ordinary shares were redeemed
EXTENSION – 4/25/23 – LINK
- The SPAC approved the extension from May 2, 2023 to November 2, 2023.
- 10,185,471 shares were redeemed.
- $40K per month will be deposited into the trust account.
SUBSEQUENT EVENT – 4/13/23 – LINK
- The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 2,000,000 shares
- The Sponsor will transfer 100,000 Class B shares to the non-redeeming shareholders
MANAGEMENT & BOARD
Executive Officers
Adam Ridgway, 43 [Appointed Director 5/6/24] [Appointed CEO 11/29/24]
Director and Chief Executive Officer
Based in Dubai in the United Arab Emirates, he has over 20 years of experience as a successful entrepreneur, who has started, scaled and exited four businesses. Mr Ridgway is the founder and Chief Executive Officer of the award winning global electric mobility company ONE MOTO. Prior to embarking on his entrepreneurial career, Mr Ridgway held positions with the BBC and Endemol Shine in the United Kingdom.
Gary Challinor [Appointed CEO 4/1/24, CFO 5/31/24] [Resigned as CEO 11/29/24]
Chief Financial Officer and Former Chief Executive Officer
He currently also serves as Chief Operating Officer of VivoPower International PLC. He has over 30 years of experience across a range of senior executive roles in multiple industries around the world. He has worked for Fortune 1000, FTSE and ASX companies and various government organizations across finance, human resources, customer experience, manufacturing, distribution, digital workspace, cloud solutions and more, and been a part of a number of successful start-ups, scale-ups and turnarounds. Gary’s deep understanding of various organizations has helped them to execute successfully to achieve their goals. As a leader Gary focusses on developing his teams to ensure they achieve both their professional as well as their personal goals. With a history of delivering both sales and profit achievement, Gary has managed teams in excess of 100 people across multiple countries (EMEA, USA, South America, APAC), cultures, languages and time zones whilst ensuring 100% customer satisfaction. Mr. Challinor received his B.A. from Western Sydney University in accounting and computer science and his M.B.A. from University of Reading.
Ofer Gonen, 48 [Resigned 2/23/24]
Chief Executive Officer and Director
Ofer Gonen has been the Chief Executive Officer of CBI since February 2017, with more than 20 years of experience in managing life sciences investments and business collaborations in both the United States and Israel. Prior to 2017, he served as a Vice President at CBI from September 2003 until February 2017. Mr. Gonen serves as a board member of several portfolio companies of CBI, including Gamida Cell (Nasdaq: GMDA) and MediWound (Nasdaq: MDWD), and as a managing partner at Anatomy Medical Fund. Mr. Gonen holds a B.Sc. in Physics, Mathematics and Chemistry from the Hebrew University of Jerusalem, and an M.A. in Economics and Finance from Tel Aviv University, with distinction.
Stephen T. Wills, 64 [Resigned 5/31/24]
Chief Financial Officer
Stephen T. Wills serves as the Chief Financial Officer (since 1997), and Chief Operating Officer (since 2011), of Palatin Technologies. Mr. Wills serves as a board member of Gamida Cell (Nasdaq: GMDA), MediWound (Nasdaq: MDWD) and Amryt Pharma (Nasdaq: AMYT). Mr. Wills has over 20 years of life sciences/healthcare experience, and his qualifications include his extensive operational, accounting/auditing, financing, fund-raising, acquisition, business development, licensing, divestiture, and healthcare experience, in addition to his strong technological background and significant experience with bankers, analysts and investors in the biopharmaceutical industry. Mr. Wills, a certified public accountant, earned his Bachelor of Science in accounting from West Chester University, and a Master of Science in taxation from Temple University.
Board of Directors
Terry Farris, 56 [Appointed 5/6/24]
Independent Director, Chairman of the Board
Based in Southeast Asia, he has over 30 years of experience in international commerce, financial services, social enterprise and philanthropy. Mr Farris currently serves on the board of the Ramon Aboitiz Foundation, is the founder and chairman of the Asia Impact Foundation, and is a board member for a number of other for profit enterprises. He was formerly with UBS Private Bank (Singapore), DBS Private Bank (Singapore) and MeersPierson Bank.
Rainer Michael Preiss, 47 [Appointed 11/29/24]
Director
Mr. Preiss is a seasoned investment advisor with over 25 years of experience in global private banking and multi-family office businesses across Europe, the Middle East, Africa, and Asia. He currently serves as Partner and Portfolio Strategist at Das Family Office in Singapore. Previously, he was the Chief Equity Strategist at Standard Chartered Bank, where he was a voting member of the Global Investment Council. Mr. Preiss is also a recognized financial media contributor and has served as a visiting lecturer of finance in various universities. His extensive experience in investment strategy and emerging markets will provide valuable insights to the Company’s Board.
Jeffrey LeBlanc, 47 [Appointed 5/6/24]
Director
He is a co-founder and managing sponsor of Winvest Acquisition Corporation, a NASDAQ listed special purpose acquisition company. Prior to this, he founded, successfully scaled and exited two businesses, Out of Print (acquired by Penguin Random House) and Litsy (acquired by LibraryThing). Mr LeBlanc was formerly with Greenlight Capital, GE Capital and McKinsey & Co. He has a Masters of Business Administration from Harvard University and a Bachelor of Science degree in Chemical Engineering from the Massachusetts Institute of Technology.
Emmanuel Meyer [Appointed 2/23/24] [Resigned 5/6/24]
Director
Emmanuel Meyer has over 20 years of experience in infrastructure investment and project management. He is currently Managing Director of PowerTree, an independent power producer in the renewable energy industry. He assisted VivoPower Plc, Magnetar Solar and Conergy AG in M&A transactions and debt capital solutions, with a focus on energy and infrastructure investments in Latin America, Europe and the Middle East. He has also overseen the build-up of the American-backed renewable energy development company. Dr. Meyer earned an MSc in Finance from Bocconi University, Milan.
Huiyan Geng [Appointed 2/23/24] [Resigned 5/6/24]
Director
Huiyan Geng has over 10 years of experience in senior accounting roles. Ms. Geng serves as Finance Director of PowerTree. Prior to joining PowerTree, she was the head of European Project Finance in ReneSola Ltd., managing financial activities across the UK and solar farm projects. Prior to ReneSola Ltd., she worked as financial controller at the Ivis Group, overseeing the financial activities across the UK, Malaysia and China. Ms. Geng holds a Masters in Science with a Major in Accounting from the Leeds Beckett University in the U.K. and is an accredited certified accountant.
Joep Thomassen [Appointed 2/23/24] [Resigned 5/6/24]
Director
Joep Thomassen has over 20 years of experience in managing team growth and internationalization. He currently serves as Technical Director at PowerTree. Prior to joining PowerTree, Mr. Thomassen was with Leclanché, where he led the Distributed Power Generation business. Before that, he worked at Nedap, NXP and Philips and gained exposure to the semiconductors and energy systems markets. Mr. Thomassen holds a BSc in Computer Sciences from the College of Advanced Technology (HTS) in Ontario, Canada.
Nachum Shamir, 67 [Resigned 2/23/24]
Chairman of the Board
Mr. Shamir serves as Chairman, President, and Chief Executive Officer of Luminex Corporation (Nasdaq: LMNX), which develops, manufactures, and markets a variety of proprietary biological testing technologies, and, which he joined in October, 2014. Mr. Shamir previously served, from 2006 to 2014, as President and CEO of Given Imaging, a developer, manufacturer, and marketer of diagnostic products for the visualization and detection of disorders of the gastrointestinal tract. Prior to joining Given Imaging, Mr. Shamir was Corporate Vice President of Eastman Kodak Company and President of Eastman Kodak´s Transaction and Industrial Solutions Group. Additionally, he served over 10 years at Scitex Corporation in positions of increasing responsibility, including President and CEO from 2003 to 2004. Prior to 2003, Mr. Shamir held senior management positions at various international companies, mainly in the Asia Pacific regions. Mr. Shamir holds a Bachelor of Science from the Hebrew University of Jerusalem and a Masters of Public Administration from Harvard University.
Hadar Ron, M.D., 62 [Resigned 2/23/24]
Director
Since 2000, Dr. Ron has been a founder and managing partner of Israel Healthcare Ventures (IHCV), a fund focused on investing in global and Israeli companies in the fields of medical devices, biotechnology, pharmaceutical and medical-related IT. Dr. Ron is a physician and attorney by education. Her background includes extensive medical, legal and private equity management experience. Dr. Ron is closely familiar with the field of development and commercialization of medical products and systems, medical IT and data, and has wide experience serving as a board member of global public and private companies, including, among others: Inmode Medical Ltd. (NASDAQ: INMD), GIView Ltd. and Together Pharma Ltd. (TASE: TGTR). She earned an M.D. and LLB, each from the Tel Aviv University.
David J. Shulkin, M.D., 61 [Resigned 2/23/24]
Director
Since 2018, Dr. Shulkin has served as the President of Shulkin Solutions, LLC, which works with healthcare organizations and companies to foster innovation and improve well-being for patients. Previously, Dr. Shulkin served as the ninth United States Secretary of Veterans Affairs from February 2017 to March 2018 and the Under Secretary of Veterans Affairs for Health from July 2015 to February 2017. Prior to coming to such appointments, Dr. Shulkin was a healthcare executive, having served as chief executive of leading hospitals and health systems including Beth Israel Medical Center in New York City and Morristown Medical Center in Northern New Jersey. Dr. Shulkin has also held numerous physician leadership roles including the Chief Medical Officer of the University of Pennsylvania Health System, the Hospital of the University of Pennsylvania, Temple University Hospital, and the Medical College of Pennsylvania Hospital. Dr. Shulkin has held academic positions including the Chairman of Medicine and Vice Dean at Drexel University School of Medicine. As an entrepreneur, Dr. Shulkin founded and served as the Chairman and CEO of DoctorQuality one of the first consumer-orientated sources of information for quality and safety in healthcare. He has served on boards of managed care companies, technology companies, and health care organizations. Dr. Shulkin was the 2018 University of Pennsylvania Leonard Davis Institute Distinguished Health Policy Fellow. He is board-certified internist. He received his medical degree from the Medical College of Pennsylvania, his internship at Yale University School of Medicine, and a residency and Fellowship in General Medicine at the University of Pittsburgh Presbyterian Medical Center. He received advanced training in outcomes research and economics as a Robert Wood Johnson Foundation Clinical Scholar at the University of Pennsylvania.
David Sidransky, M.D., 61 [Resigned 2/23/24]
Director
Since July 1994, Dr. Sidransky has been the Director of the Head and Neck Cancer Research Division at Johns Hopkins University School of Medicine’s Department of Otolaryngology and Professor of Oncology, Cellular & Molecular Medicine, Urology, Genetics, and Pathology at the John Hopkins University School of Medicine. Dr. Sidransky is a co-founder and Managing Partner of Israel Biotech Fund. Dr. Sidransky currently serves on the board of directors of several public and private companies, including Galmed Pharmaceuticals Ltd. (NASDAQ: GLMD) Champions Oncology (NASDAQ: CSBR), Orgenesis (NASDAQ: ORGS), and is the chairman of the board of directors of Ayala Pharmaceuticals (NASDAQ: AYLA). Dr. Sidransky served as Director of the American Association for Cancer Research (AACR) from 2005 to 2008. Dr. Sidransky received a B.S. in Chemistry from Brandeis University and an M.D. from Baylor College of Medicine.