Arowana amends agreement for combination with VivoPower International
Arowana and VivoPower International announced that they have amended the contribution agreement pursuant to which ARWA will contribute cash held in its trust account to VivoPower in exchange for ordinary shares of VivoPower. The maximum number of ARWA ordinary shares as to which ARWA shareholders may exercise their conversion rights under the contribution agreement was increased from 2,732,400 shares to 6,127,200 shares. Accordingly, the minimum amount of cash ARWA is required to contribute to VivoPower was decreased from $56,585,520 to $21,958,560, less certain fees and expenses incurred by ARWA, and the minimum number of shares VivoPower is required to deliver to ARWA in exchange for such minimum contribution was decreased from 9,444,950 to 6,050,150. To the extent that more than $21,958,560 remains in ARWA's trust account after payments to ARWA ordinary shareholders who properly exercise their conversion rights, ARWA will use the excess funds to purchase additional ordinary shares from VivoPower. However, VivoPower will in turn utilize those funds to repurchase VivoPower ordinary shares from AWN only to the extent that more than $56,585,520 remains in ARWA's trust account after such conversion payments, the same conditions that would have resulted in such repurchases pursuant to the contribution agreement as in effect prior to the amendment. ARWA is scheduled to hold an extraordinary general meeting of its shareholders on November 3, 2016 to consider and vote on proposals that will extend the time that ARWA has to complete the proposed business combination with VivoPower until January 9, 2017. The record date for the Extension Meeting is October 7, 2016.