Zeekr to be acquired by Geely Automobile

Zeekr (ZK) announced that it has entered into an agreement and plan of merger with Geely Automobile (GELYF) and Keystone Mergersub, an indirect wholly-owned subsidiary of Geely. Pursuant to the merger agreement and subject to the terms and conditions thereof, Merger Sub will merge with and into the company, with the company continuing as the surviving entity and becoming a wholly-owned subsidiary of Geely. Pursuant to the terms of the merger agreement, at the effective time of the merger, each ordinary share, par value $0.0002 per share, of the company issued and outstanding immediately prior to the effective time, will be cancelled and cease to exist, in exchange for the right to receive, without interest, $2.687 in cash per Zeekr Share or 1.23 newly issued ordinary shares of Geely of a nominal value of HK$0.02 each per Zeekr Share, in each case, at the company’s shareholders election, and each American depositary share of the company issued and outstanding immediately prior to the effective time will be cancelled and cease to exist, in exchange for the right to receive, without interest, $26.87 in cash per Zeekr ADS or 12.3 newly issued Geely Shares per Zeekr ADS, which will be delivered in the form of American depositary shares of Geely, in each case, at the company’s ADS holders’ election, other than the excluded shares, the dissenting shares and the purported dissenting shares. Each Zeekr Share or Zeekr ADS held by a Hong Kong Non-Professional Investor, however, will be cancelled in exchange for the right to receive $2.687 in cash for each Zeekr Share or $26.87 in cash for each Zeekr ADS, and will not be exchanged for the right to receive any Geely Shares. The Per ADS cash consideration represents a premium of approximately 18.9% to the closing price of Zeekr ADSs on May 6, the last trading day prior to the public disclosure of the acquisition proposal, and a premium of approximately 25.6% to the volume-weighted average closing price of Zeekr ADSs during the last 30 trading days prior to the public disclosure of the acquisition proposal. The cash merger consideration will be funded through Geely’s internal resources, or if necessary, debt financing. The stock merger consideration will be in the form of Geely Shares newly issued by Geely in connection with the merger. The company’s board of directors, acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the board of directors, approved the merger agreement and the merger and resolved to recommend that the company’s shareholders vote to authorize and approve the merger and certain related matters. The special committee evaluated and negotiated the terms of the merger agreement with the assistance of its financial and legal advisors. The merger, which is currently expected to close in the fourth quarter of 2025, is subject to customary closing conditions, including approval of the merger by the affirmative vote of shareholders representing two-thirds or more of Zeekr Shares present and voting in person or by proxy as a single class at a meeting of the company’s shareholders, and approval of the merger and the other transactions contemplated under the merger agreement by the affirmative vote of shareholders representing more than 50% of Geely Shares held by independent shareholders present at a meeting of the Geely’s shareholders. Geely has agreed to vote all Zeekr Shares it and its subsidiaries beneficially own, which represent approximately 65.2% of the voting rights attached to the outstanding Zeekr shares as of the date of the merger agreement, in favor of the authorization and approval of the merger and the other transactions contemplated under the merger agreement. If completed, the merger will result in the company becoming a privately held company wholly owned by Geely and the Zeekr ADSs will no longer be listed on the New York Stock Exchange.