Zeo Energy to acquire Heliogen Heliogen in all-stock transaction

Zeo Energy (ZEO) and Heliogen (HLGN) announced they have entered into a definitive agreement and plan of merger and reorganization pursuant to which Zeo will acquire all of Heliogen’s outstanding equity securities in an all-stock transaction. The transaction is currently expected to close in the third quarter of 2025, subject to customary closing conditions. Following the closing of the transaction, Zeo plans to leverage Heliogen’s solutions, brand, intellectual property, capital, and technical talent to establish a division focused on long-duration energy generation and storage for commercial and industrial-scale facilities, including artificial intelligence and cloud computing data centers. The transaction is expected to create a robust clean energy platform spanning residential, commercial, and utility-scale markets, supported by internal financing capabilities and domain expertise. Under the terms of the Merger Agreement, upon the closing of the transaction, Heliogen’s securityholders will receive shares of Zeo’s Class A common stock valued at approximately $10M in the aggregate, based on a Zeo Class A common stock price of $1.5859 per share, and subject to an adjustment mechanism based on Heliogen’s net cash at the closing. The proposed transaction has been unanimously approved by the Board of Directors of both companies and is expected to close in the third quarter of 2025, subject to the satisfaction of customary closing conditions, including approval by Heliogen’s stockholders, as well as Heliogen having a specified minimum amount of net cash at the closing. Certain Heliogen stockholders holding approximately 23% of Heliogen’s outstanding shares of common stock have entered into voting agreements, pursuant to which they have agreed, among other things, to vote all of such shares in favor of the proposed transaction. The proposed transaction will not require the approval of Zeo’s stockholders under Nasdaq rules.