SCHEDULE: ZEEKR Intelligent Technology to Go Private in Geely Auto Merger Valued at $2.687 Per Share or 1.23 Geely Shares

ZEEKR Intelligent Technology Holding Ltd has entered into a definitive merger agreement with Geely Automobile Holdings Limited, under which Zeekr will become a wholly-owned subsidiary of Geely Auto, offering Zeekr shareholders a choice of cash or Geely shares.

Summary

• ZEEKR Intelligent Technology Holding Ltd (Zeekr) has signed a merger agreement with Geely Automobile Holdings Limited (Geely Auto) and its indirect wholly-owned subsidiary, Keystone Mergersub Limited, effective July 15, 2025.
• Under the agreement, Merger Sub will merge into Zeekr, making Zeekr a wholly-owned subsidiary of Geely Auto.
• Zeekr Ordinary Shareholders will receive, at their option, either US$2.687 in cash or 1.23 ordinary shares of Geely Auto per share.
• Zeekr ADS holders (each ADS representing 10 Ordinary Shares) will receive, at their option, US$26.87 in cash or 12.3 Geely Auto shares (delivered as Geely ADSs, each representing 20 Geely Shares) per ADS.
• Hong Kong Non-Professional Investors will only be eligible to receive the cash consideration (US$2.687 per Ordinary Share or US$26.87 per ADS).
• The merger is anticipated to close in the fourth quarter of 2025.
• Upon completion, Zeekr's American Depositary Shares (ADSs) will be delisted from the New York Stock Exchange.
• Geely Auto and its wholly-owned subsidiary Luckview Group Limited collectively beneficially own 1,668,996,860 Zeekr Ordinary Shares, representing 65.2% of the total 2,561,728,021 issued and outstanding Ordinary Shares (excluding 21,618,233 shares from the 2021 Share Incentive Plan).
• Outstanding Zeekr RSU Awards (33,733,269 shares) will be converted into Geely Shares or Geely Share Awards upon the merger's effective time.
• The transaction requires approval from Zeekr shareholders (at least two-thirds of voting power present and voting) and Geely Auto shareholders (more than 50% of independent shareholders present and voting).

Sentiment

Score: 7

Explanation: The document announces a definitive merger agreement with clear terms and a stated timeline, indicating a positive step towards consolidation for Geely and a structured exit for Zeekr shareholders. The terms offer flexibility (cash or stock) for most shareholders. While there are standard regulatory and shareholder approval conditions, Geely's significant existing ownership and commitment to vote in favor reduce uncertainty. The delisting is a negative for Zeekr ADS holders seeking public market liquidity, but it's a known outcome of privatization.

Positives

• Provides a clear exit strategy for Zeekr shareholders with a defined cash or share consideration.
• The merger simplifies Zeekr's ownership structure by making it a wholly-owned subsidiary of Geely Auto, potentially streamlining operations and decision-making.
• The transaction is intended to qualify as a reorganization for U.S. federal income tax purposes, which could offer tax benefits to certain shareholders.
• Geely Auto has committed to voting its beneficial ownership (65.2%) in favor of the merger, increasing the likelihood of shareholder approval for Zeekr.

Negatives

• The delisting of Zeekr ADSs from the New York Stock Exchange will remove Zeekr's public trading presence, limiting liquidity for former ADS holders.
• Hong Kong Non-Professional Investors are restricted to only the cash consideration option, limiting their flexibility.
• The GHGK Undertaking indicates a potential for certain shareholders to receive cash instead of shares if a mandatory offer obligation under Hong Kong Takeovers Code is triggered, which could alter the expected share distribution.

Risks

• The merger is subject to various closing conditions, including obtaining the Required Zeekr Vote, Required Geely Vote, Hong Kong Stock Exchange approval for Geely Shares listing, and completion of certain Chinese government authority filings (NDRC, MOFCOM, SAFE) and US state securities/blue sky law filings.
• Failure to obtain necessary regulatory approvals or shareholder votes could delay or prevent the consummation of the merger.
• The value of the stock consideration (Geely Shares) is subject to market fluctuations of Geely Auto's stock price.
• There is a risk of dissenters' rights being exercised by Zeekr shareholders, which could lead to fair value appraisal proceedings under Cayman Islands law.
• The document mentions that the Reporting Persons may continue to explore other strategic alternatives, which could lead to revised or different proposals, creating uncertainty.

Future Outlook

The merger is currently expected to close in the fourth quarter of 2025, subject to the satisfaction or waiver of various conditions, including shareholder approvals and regulatory clearances in China and the U.S. If completed, Zeekr will become a privately held company wholly owned by Geely Auto, and its ADSs will be delisted from the New York Stock Exchange. Geely Auto and Luckview Group Limited may continue to explore other strategic alternatives regarding their holdings in Zeekr, including further acquisitions or other corporate transactions that could lead to delisting.

Management Comments

• The Zeekr Board, acting upon the unanimous recommendation of a special committee, has determined that the merger and related transactions are fair to and in the best interests of Zeekr and its shareholders, and has approved and declared it advisable to enter into the agreement.
• The Geely Board has determined that the merger and the issuance of Geely Shares are fair and reasonable and in the best interests of Geely and its shareholders, and has approved and declared it advisable to enter into the agreement.

Industry Context

This merger represents a significant consolidation within the automotive industry, particularly in the electric vehicle (EV) sector, as Geely Auto moves to fully integrate Zeekr, its premium EV brand. This aligns with a broader trend of established automotive groups seeking to consolidate control over their EV ventures to streamline development, production, and market strategy, leveraging existing resources and supply chains. The move could enhance Geely Auto's competitive position in the global EV market by fully integrating Zeekr's technology and brand into its core operations.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• No criminal or civil proceedings (excluding traffic violations or similar misdemeanors) have been brought against the Reporting Persons or, to their knowledge, any Related Persons in the last five years.
• No judgment, order, injunction, or decree is outstanding against the Reporting Persons, their subsidiaries, or their directors/officers.
• Procedures are outlined for handling dissenters' rights under Cayman Companies Act Section 238 and purported dissenters' rights under Section 239, including Zeekr's obligation to notify Geely of any such notices and allow Geely to direct or approve negotiations.

Related Party Transactions

• An Undertaking Agreement was entered into on July 15, 2025, between GHGK Innovation Limited (a shareholder of Zeekr controlled by Shufu Li, Zeekr's founder and chairman, who is also a director of Geely Auto) and Geely Auto. This agreement addresses GHGK's election for stock consideration in the merger, ensuring that if the issuance of Geely Shares to GHGK would trigger a mandatory offer obligation under the Hong Kong Takeovers Code (due to a >2% increase in aggregate voting rights for Mr. Li and persons acting in concert), GHGK will be deemed to elect cash for the portion of shares that would exceed the threshold.

Stakeholder Impact

• Shareholders: Will receive either cash or Geely Auto shares for their Zeekr shares/ADSs, providing a liquidity event or continued investment in the combined entity. Hong Kong Non-Professional Investors are limited to cash.
• Employees: Zeekr RSU Awards will be converted into Geely Share Awards, maintaining their incentive structure within the new ownership.
• Customers/Suppliers: The merger aims to preserve relationships, suggesting continuity in business operations.
• Public Market Investors: Zeekr ADSs will be delisted from the NYSE, removing public trading access for investors.

Next Steps

• Zeekr to prepare and mail proxy solicitation materials (Zeekr Proxy Statement) for the Zeekr Shareholders Meeting.
• Zeekr to establish a record date for Zeekr Shareholders entitled to vote at the Zeekr Shareholder Meeting.
• Zeekr to hold the Zeekr Shareholder Meeting to obtain the Required Zeekr Vote (two-thirds of voting power present and voting).
• Geely to submit the circular (Geely EGM Circular) to the Hong Kong Stock Exchange for vetting.
• Geely to hold the Geely Shareholder Meeting to obtain the Required Geely Vote (more than 50% of independent shareholders present and voting).
• Geely to complete Blue Sky Filings and Geely PRC Regulatory Filings (NDRC, MOFCOM, SAFE) before closing.
• Zeekr to complete Zeekr CSRC Reporting.
• Closing of the Merger is expected in the fourth quarter of 2025.
• Upon closing, Zeekr ADSs will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.
• Zeekr RSU Awards will be converted into Geely Shares or Geely Share Awards at the Effective Time.
• The Surviving Corporation will provide notice to the Depositary to terminate the Zeekr Deposit Agreement.

Key Dates

Recommendation

Keywords

ZEEKR Intelligent Technology, Geely Automobile Holdings, Merger, Privatization, SEC Filing, Schedule 13D, Delisting, Shareholder Vote, Cash Consideration, Stock Consideration, Corporate Acquisition, Automotive Industry, Electric Vehicles