VivoPower International PLC and VivoPower International Services Ltd signed an agreement to acquire 80.1% stake in VivoPower Pty Ltd from Arowana Australasian Special Situations Fund 1 Pty Limited managed by AWN Holdings Limited (ASX:AWN) and Hadouken Pty Ltd for AUD 18.8 million on August 11, 2016. As part of the consideration, VivoPower International will issue 10.3% of its issued and outstanding shares(1.8 million shares). On October 19, 2016, VivoPower entered into an amendment agreement with Arowana , under which, a new requirement for a minimum of 26% of ARWA shareholders to waive their right to redeem their ARWA shares was included. VivoPower International Services Ltd will acquire 100% Series B Redeemable Pref Shares of VivoPower Pty Ltd for AUD 0.6 million. As on November 15, 2016, VivoPower entered into an amendment agreement with Arowana, under which, ARWA shall contribute to the company an amount equal to (i) AUD 21,958,560, plus (ii) (A) the aggregate amount held in Trust Fund as of immediately prior to the closing, after deducting amounts necessary to pay holders of public shares who have elected to exercise their conversion rights, over (B) AUD 10.20 multiplied by the number public shares as to which the holders thereof have not elected to exercise their conversion rights, less (iii) unpaid fees and expenses and outstanding loans incurred by ARWA, including, without limitation, loans the proceeds of which were contributed to the trust fund, that are in excess of the working capital available to ARWA outside of, or eligible to be withdrawn from, the Trust Fund, and the company shall issue, sell and deliver to ARWA, an aggregate of 6,050,150 company shares , free and clear of all Liens. For the year ended March 31, 2016, VivoPower Pty posted turnover of AUD 0.08 million, net loss of AUD 0.15 million, total assets of AUD 4.2 million and net assets of AUD 2.7 million. The transaction is subject to closing of Arowana acquisition of VivoPower International. Arowana shareholders approved an extension of the date by which Arowana must consummate a business combination to January 9, 2017. The shareholder meeting of Arowana will be held on December 20, 2016. Watson Mangioni acted as the legal advisor to VivoPower International PLC and VivoPower International Services. Winston & Strawn LLP acted as legal advisor to VivoPower International PLC. Graubard Miller acted as legal advisor to Arowana International Limited. Roberta Markovina, Paul Cruise, Lauren Faba, Jane Dodd, Mark Bardell and Aurelll Taussig of Herbert Smith LLP acted as legal advisors to Arowana International Limited.

VivoPower International PLC and VivoPower International Services Ltd completed the acquisition of 80.1% stake in VivoPower Pty Ltd from Arowana Australasian Special Situations Fund 1 Pty Limited managed by AWN Holdings Limited (ASX:AWN) and Hadouken Pty Ltd on December 28, 2016.