AI-generated analysis. Not financial advice.

01/22/2026 – 08:00 AM

Definitive agreement signed, closing expected in February 2026, grid connection and/or energization targeted within 12 months

OGDC is an AI data center infrastructure developer that has an economic ownership in a portfolio of powered land in Finland

New financing and capital management strategy aims to drive accretion and minimize dilution for VivoPower shareholders

Renewable hydropower at sub-4¢/ kWh supports high-density AI training and inference economics

Acquisition consideration includes contingent value rights that ultimately have a conversion price of $15 per share – priced at a premium to market, aligning OGDC founders with VivoPower upside

OGDC co-founders, with over 75 years of collective experience, will join the VivoPower leadership team

LONDON, UK, Jan. 22, 2026 (GLOBE NEWSWIRE) — VivoPower International PLC (NASDAQ: VVPR) (“VivoPower” or the “Company”), is pleased to announce it has entered into a definitive agreement to acquire OGDC Pte Ltd (“OGDC”), an AI data center infrastructure developer with an economic interest in strategic powered land across Finland as well as other EU countries.

Through this acquisition, VivoPower will secure an economic interest in 291MW of strategic land across Finland, which is expected to be grid-connected within 12 months. Finland offers several inherent advantages for building AI data centers, including its secure infrastructure, cold climate, and supportive government policies.

Transaction Highlights:

• Shareholder Alignment and Share Price Premium: VivoPower expects the structure of the transaction to derisk the acquisition and align OGDC’s interests with those of VivoPower’s shareholders. Consideration comprises (i) approximately $13 million cash upfront to be paid from VivoPower’s cash reserves in February 2026 (upon closing) and (ii) contingent value rights that trigger the issuance of convertible preference shares with a conversion price of $15 per ordinary share, where conversion is triggered upon successful grid connections. This conversion price is at a premium to the current trading price, signaling the OGDC founders’ long-term conviction in VivoPower’s equity value.
• High-Density Scalability: Through this transaction, VivoPower secures an economic interest in 291MW of powered land ready for AI data centers, including high-security sites.
• Energy Economics: Power sourced from renewable hydropower at sub-4¢ per kWh, providing a competitive advantage for high-density AI training and inference.
• Hyperscaler Interest: OGDC is advancing discussions with operators and global Tier-1 hyperscalers.
• Institutional Leadership Integration: OGDC’s co-founders, Philip van Wolffen (Strategic Advisor), Shane Whelan (Chief Real Estate Officer), and Alex Cuppage (Chief Investment Officer), will become instrumental members of VivoPower’s leadership team and help spearhead the AI data center infrastructure rollout. Collectively, they bring 75+ years of institutional real estate and infrastructure experience.

Financing and Capital Management Strategy:

In collaboration with the OGDC team, VivoPower has formulated and will execute a financing and capital management strategy designed to minimize the need to raise equity capital unless it is accretive to shareholders. This involves raising project finance debt and mezzanine finance, refinancing stabilized income-producing assets, and recycling the net equity capital gain released to fund the development of new powered land sites at a high reinvestment rate of return.

• Optimise Project Level Financing: the targeted project finance breakdown is expected to be 65% senior debt, 15% mezzanine finance, and the remaining 20% in equity. VivoPower expects to be able to secure strategic equity participation from co-investors and to optimize how much of its own balance sheet equity it invests in each project.
• Refinance Stabilized Assets to Release Equity Upside: once operational and underpinned by long-term rental income streams, VivoPower plans to refinance AI data center infrastructure assets with incremental senior debt, unlocking significant equity gains and cash.
• Recycle Capital To Develop Other Projects: with the equity gains released from refinancing, VivoPower will then be able to recycle the capital to fund the equity component for new projects. It may seek to invite sovereign and institutional co-investors depending on the scale of the project(s).

Kevin Chin, Executive Chairman and CEO of VivoPower, said: “We are very pleased to have secured this agreement, which delivers an initial 291MW portfolio of powered land in Finland and brings OGDC’s experienced team into VivoPower to execute the rollout. The transaction structure—$13 million cash at closing with CVRs tied to successful energization and a $15 conversion price—aligns incentives and avoids dilution. Furthermore, should milestones be achieved, we anticipate this structure will deliver shareholder value accretion.”

Philip von Wulffen, Chairman and Co-Founder of OGDC, said: “We are delighted to be joining forces with VivoPower, which we identified as the optimal permanent capital vehicle to institutionalize and scale our powered-land portfolio. We believe Finland offers a compelling combination of security profile, climate conditions, and renewable hydropower economics, and we’re taking most of our consideration in preference shares that convert at $15 per share, reflecting our long-term commitment to execution.”

The transaction is expected to close in February 2026, subject to customary closing conditions.

All amounts are in U.S. dollars unless otherwise stated.

About VivoPower

Originally founded in 2014 and listed on Nasdaq since 2016, VivoPower operates with a global footprint spanning the United Kingdom, Australia, North America, Europe, the Middle East, and Southeast Asia. An award-winning global sustainable energy solutions B Corporation, VivoPower has three business units, Tembo, Caret Digital and Vivo Federation. Tembo is focused on electric solutions for off-road and on-road customized and ruggedized fleet applications, as well as ancillary financing, charging, battery, and microgrid solutions. Caret Digital is a power-to-x business focused on the highest and best use cases for renewable power, including digital asset mining. Vivo Federation is the digital asset arm of VivoPower focused on XRPL-based real-world blockchain applications and maintaining exposure to Ripple Labs shares and XRP tokens. Across Tembo, Caret Digital and Vivo Federation, VivoPower has assembled a differentiated platform spanning power, mobility, compute and digital infrastructure, which the Company is now aligning behind its highest-return Power-to-X opportunity: Sovereign AI computing.

Forward-Looking Statements

This communication includes certain statements that may constitute “forward-looking statements” for purposes of the U.S. federal securities laws.

This announcement contains forward-looking statements including, but not limited to, the Company’s ability to develop, build, operate and own sovereign data center facilities in Finland. These statements are “targets” and “projections” only. Actual results may differ materially due to risks including: (i) delays in any approval processes necessary in Finland; (ii) delays in equipment procurement and installation; (iii) additional operating costs in the future; (iv) general market and geopolitical volatility; and (v) other unforeseen and uncontrollable risks.

Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the achievement of performance hurdles, or the benefits of the events or transactions described in this communication and the expected returns therefrom. These statements are based on VivoPower’s management’s current expectations or beliefs and are subject to risk, uncertainty, and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower’s business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower’s filings with the United States Securities and Exchange Commission. Due to circumstances outside of its control and/or any other unexpected developments, VivoPower may not ultimately procure any financial benefits from the above agreement or be able to close the transaction. The information set forth herein should be read in light of such risks. VivoPower is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of new information, future events, changes in assumptions or otherwise.

Corporate Disclosure Policy regarding Social Media

VivoPower International PLC (“the Company”) announces material information to the public through a variety of channels, including SEC filings, press releases, public conference calls, and its corporate website (www.vivopower.com). The Company also intends to use its official social media channels, including its accounts on X (@Vivo_Power) and Stocktwits (VivoPower_Official), as a means of disclosing information about the Company and its services to its shareholders and the public. It is possible that the information the Company posts on these social media channels could be deemed to be material information. Therefore, the Company encourages investors, the media, and others interested in the Company to review the information posted on these channels.

Media Contacts
VivoPower: media@vivopower.com