AROWANA INC. (NASDAQ:ARWAR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
|
Entry into a Material Definitive |
On December 28, 2016, Arowana Inc. (ARWA) consummated the
transactions (the Transactions) contemplated by the
Contribution Agreement (the Contribution
Agreement), dated as of August 11, 2016, and amended as of
October 18, 2016 and November 15, 2016,by and among ARWA, Arowana
International Limited (AWN), a company listed on the
Australian Securities Exchange and an affiliate of certain
officers, directors and shareholders of ARWA, and VivoPower
International PLC, a wholly owned subsidiary of AWN
(VivoPower).
VivoPower is a global next generation solar power company that
operates a build, transfer, operate model to establish an
installed solar power asset base in a capital efficient manner.
VivoPower intends to leverage this asset base to sell distributed
generation power and manage data driven energy services for
commercial, industrial and government customers.
Upon the closing of the Transactions,ARWA contributed $16,787,329
to VivoPower (the Contribution Amount), in exchange for
6,088,200 ordinary shares of VivoPower. The Contribution Amount
represented the funds held in the trust account established in
connection with ARWAs initial public offering, less $5,668,883
for payment of certain expenses, including amounts reserved for
the cost of ARWAs liquidation and dissolution, and $60,960,830
for payments to the holders of the 5,947,398 ARWA ordinary shares
who duly exercised their right to convert their shares into a pro
rata portion of the trust account. ARWA immediately distributed
the VivoPower ordinary shares received by it in exchange for the
Contribution to the ARWA shareholders, the ARWA rightholders (as
a result of the exchange of the ARWA rights for ARWA ordinary
shares described below) and the ARWA warrantholders (as a result
of the Warrant Amendment described below).
Immediately prior to the Closing, ARWA executed Amendment No. 1
(the Warrant Amendment) to the Warrant Agreement, dated as
of April 30, 2015, by and between ARWA and Continental Stock
Transfer Trust Company, as warrant agent. to the Warrant
Amendment, upon consummation of the Transactions, each
outstanding ARWA warrant was exchanged with ARWA for 1/20 of a
VivoPower ordinary share. In addition, to the existing terms of
the ARWA rights, upon consummation of the Transactions, each
outstanding ARWA right was exchanged for 1/10 of an ARWA ordinary
share. As a result of this exchange and the distribution of the
VivoPower ordinary shares to the Contribution Agreement, the
holders of the ARWA rights also received 1/10 of a VivoPower
ordinary share for each right held by them. Accordingly, upon
consummation of the Transactions, after taking into account the
conversions described above, there were 5,648,750 ARWA ordinary
shares outstanding and no ARWA rights or warrants outstanding.
to an agreement between ARWA, VivoPower, the holders of the ARWA
ordinary shares issued prior to ARWAs initial public offering
(the Initial Shares) and Continental Stock Transfer Trust
Company that was executed simultaneously with the consummation of
the Transactions, the VivoPower ordinary shares distributed to
the holders of the Initial Shares will be subject to the same
restrictions that were applicable to such Initial Shares.
Accordingly, such VivoPower shares may not be transferred
(subject to limited exceptions) until (i) with respect to 50% of
the shares, the earlier of December 28, 2017 and the date on
which the closing price of the VivoPower ordinary shares exceeds
$12.50 per share for any 20 trading days within a 30-trading day
period following December 28, 2016 and (ii) with respect to the
remaining 50% of the shares, December 28, 2017, or earlier, in
each case, if VivoPower consummates a subsequent liquidation,
merger, stock exchange or other similar transaction which results
in all of its shareholders having the right to exchange their
ordinary shares for cash, securities or other property.
Promptly after the Closing, VivoPower acquired approximately
80.1% of the shares in VivoPower Pty Ltd (VivoPower
Australia) and all of the shares in Aevitas O Holdings Pty
Ltd (OptionCo). VivoPower Australia operates
photovoltaic solar array projects in Australia. OptionCo is a
non-operating entity that holds options over 99.9% of the
ordinary shares in Aevitas Group Limited (Aevitas). In
addition to its own operations, Aevitas owns the shares in
VivoPower Australia not acquired by VivoPower. In connection
with the acquisition of ordinary shares in VivoPower Australia,
VivoPower issued 1,750,308 VivoPower ordinary shares to the
former VivoPower Australia shareholders.
Prior to the Transactions, VivoPower was owned by AWN, an
affiliate of certain officers, directors and shareholders of
ARWA. As a result of the Transactions, including the
acquisitions of VivoPower Australia and OptionCo, there are
currently 13,557,387 ordinary shares of VivoPower issued and
outstanding, with AWN and entities affiliated with AWN owning a
majority of such shares.
VivoPowers ordinary shares began trading on the Capital Market
of the Nasdaq Stock Market LLC (Nasdaq) under the symbol
VVPR effective with the open of trading on December 29, 2016.
At the close of trading on December 28, 2016, Nasdaq suspended
the trading of, and filed a Form 25 for the delisting and
deregistration of, ARWAs units, ordinary shares, rights and
warrants.
The Transactions constitute an initial business combination to
ARWAs amended and restated memorandum and articles of
association and, as a result, ARWA will not automatically wind
up, dissolve and liquidate on January 9, 2017. However, at the
meeting of shareholders held on December 15, 2016 (and
adjourned to December 20, 2016), ARWAs shareholders approved
its voluntary winding up, dissolution and liquidation
contingent upon the consummation of the Transactions.
Accordingly, ARWA intends to wind up, dissolve and liquidate as
promptly as practicable.
|
Item .0. |
Material Modification to Rights |
The information set forth under Item 2.01 is incorporated
herein by reference.