VivoPower Acquires OGDC, Securing 291MW Strategic Land

VivoPower entered into a definitive agreement to acquire 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. VivoPower expects the structure of the transaction to derisk the acquisition and align OGDC's interests with those of VivoPower's shareholders. Consideration comprises approximately $13M cash upfront to be paid from VivoPower's cash reserves in February 2026 and 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. Through this transaction, VivoPower secures an economic interest in 291MW of powered land ready for AI data centers, including high-security sites. Power sourced from renewable hydropower at sub-4c per kWh, providing a competitive advantage for high-density AI training and inference. OGDC is advancing discussions with operators and global Tier-1 hyperscalers. OGDC's co-founders, Philip van Wolffen, Strategic Advisor, Shane Whelan, CREO, and Alex Cuppage, CIO, 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. 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. 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. 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. 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. The transaction is expected to close in February 2026, subject to customary closing conditions.