425: Leading Proxy Firms Back Heliogen-Zeo Energy Merger

Heliogen, Inc. announced that Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC have recommended stockholders vote FOR the proposed merger with Zeo Energy Corp.

Summary

• Heliogen (OTCQX: HLGN) received recommendations from leading independent proxy advisory firms, Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC, to vote FOR the proposed merger with Zeo Energy Corp. (Nasdaq: ZEO).
• Following the transaction's closing, 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.
• This new division will target commercial and industrial-scale facilities, including artificial intelligence (AI) and cloud computing data centers.
• The merger is expected to create a robust clean energy platform spanning residential, commercial, and utility-scale markets, supported by internal financing capabilities and domain expertise.
• Heliogen's special meeting of stockholders to vote on the merger is scheduled for August 8, 2025, at 6:00 a.m. Pacific Time (9:00 a.m. Eastern Time), held virtually.
• Approval of the merger requires the affirmative vote of holders of a majority of all outstanding shares of Heliogen's common stock as of the record date, June 30, 2025.
• Stockholders are encouraged to vote by telephone or online using their unique 16-digit control number found in previously mailed proxy materials.
• Mackenzie Partners, Heliogen's proxy solicitor, is available to assist stockholders with voting questions.

Sentiment

Score: 8

Explanation: The filing conveys a strong positive sentiment regarding the merger, highlighted by the recommendations from leading proxy advisory firms and the strategic benefits outlined for the combined entity, particularly in emerging high-growth areas like AI data centers.

Positives

• Leading independent proxy advisory firms, Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC, recommend voting FOR the proposed merger.
• Merger is expected to create a robust clean energy platform spanning residential, commercial, and utility-scale markets.
• Zeo plans to leverage Heliogen's solutions, brand, intellectual property, capital, and technical talent.
• New division will focus on long-duration energy generation and storage, including for high-growth sectors like AI and cloud computing data centers.
• The combined entity will be supported by internal financing capabilities and domain expertise.

Risks

• The occurrence of any event, change, or circumstances that could give rise to the right of one or both parties to terminate the Merger Agreement.
• The possibility that the proposed transaction does not close when expected or at all because conditions to closing are not satisfied, including failure to timely obtain stockholder approval.
• The possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all.
• The possibility that the vision, goals, and trajectory of Zeo following the proposed transaction are not timely achieved or realized.
• The possibility that the integration of the two companies may be more difficult, time-consuming, or costly than expected.
• The possibility that the proposed transaction may be more expensive or take longer to complete than anticipated due to unexpected factors or events.
• The outcome of any legal proceedings that may be instituted against Zeo, Heliogen, or others related to the proposed transaction.
• Success in retaining or recruiting, or changes required in, officers, key employees, or directors.
• Zeo's ability to maintain the listing of its common stock and warrants on Nasdaq.
• Limited liquidity and trading of Zeo's or Heliogen's securities.
• Geopolitical risk and changes in applicable laws or regulations.
• The possibility that Zeo or Heliogen may be adversely affected by other economic, business, and/or competitive factors.
• Operational risk.
• Litigation and regulatory enforcement risks, including diversion of management time and attention and additional costs and demands on resources.
• Other risks and uncertainties included under the heading "Risk Factors" in Zeo's and Heliogen's Annual Reports on Form 10-K (December 31, 2024) and Quarterly Reports on Form 10-Q (March 31, 2025), and subsequent periodic reports and other filings with the SEC.

Future Outlook

Following the proposed merger, Zeo plans to establish a new division that will leverage Heliogen's solutions, brand, intellectual property, capital, and technical talent. This division will focus on long-duration energy generation and storage for commercial and industrial-scale facilities, including artificial intelligence (AI) and cloud computing data centers, aiming to create a robust clean energy platform spanning residential, commercial, and utility-scale markets.

Management Comments

• All Heliogen, Inc. stockholders are encouraged to vote for the proposed merger with Zeo Energy Corp., no matter how many or how few shares they own.
• The Board of Directors of Heliogen recommends that stockholders vote FOR the Merger in advance of the Special Meeting.
• Heliogen's Board of Directors asks that each stockholder votes TODAY by telephone or online at www.proxyvote.com, by entering their unique 16-digit control number located in the proxy materials previously mailed.

Industry Context

The proposed merger aims to create a comprehensive clean energy platform, addressing the growing demand for long-duration energy storage and generation solutions. This strategic move is particularly relevant for energy-intensive sectors such as AI and cloud computing data centers, aligning with broader industry trends towards decarbonization, energy efficiency, and the need for reliable, scalable renewable energy infrastructure.

Corporate Governance

Legal Proceedings

• Potential for legal proceedings related to the proposed transaction is noted as a risk factor, but no active litigation is detailed.

Stakeholder Impact

• Shareholders: Encouraged to vote FOR the merger, which is expected to create a robust clean energy platform and potentially enhance value through strategic expansion into new markets like AI data centers.
• Employees: Zeo plans to leverage Heliogen's technical talent, suggesting potential integration and new opportunities within the combined entity.
• Customers: Expected to benefit from a broader clean energy platform spanning residential, commercial, and utility-scale markets, offering long-duration energy generation and storage solutions.

Next Steps

• Heliogen stockholders are to vote on the Merger at the Special Meeting scheduled for August 8, 2025.
• Post-merger, Zeo plans to establish a new division leveraging Heliogen's assets to focus on long-duration energy generation and storage.

Key Dates

Recommendation

The strong recommendation from independent proxy advisory firms (ISS and Glass Lewis) for the merger with Zeo Energy Corp. signals a high probability of transaction completion. The strategic rationale, particularly the planned expansion into long-duration energy generation and storage for high-growth sectors like AI and cloud computing data centers, presents a significant upside potential for the combined entity. This merger is poised to create a more robust and diversified clean energy platform, leveraging Heliogen's technology and talent, which should be attractive to investors seeking exposure to both renewable energy and the burgeoning AI infrastructure market.

Keywords

Heliogen, Zeo Energy, Merger, Acquisition, Clean Energy, Renewable Energy, Solar, Energy Storage, AI Data Centers, Proxy Vote, Stockholder Meeting, Corporate Governance, SEC Filing, HLGN, ZEO