Zeo Energy Corp. (Nasdaq: ZEO) ("Zeo Energy," or "Zeo"), a leading Florida-based provider of residential solar and energy efficiency solutions, and Heliogen, Inc. (OTCQX: HLGN) ("Heliogen"), a provider of on-demand clean energy technology solutions, today announced they have entered into a definitive agreement and plan of merger and reorganization (the "Merger Agreement") 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 (AI) 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.
Management Commentary
"Heliogen brings a set of practical solutions to customers, particularly data centers, looking for longer duration energy storage with substantially lower costs than alternatives on the market," said Tim Bridgewater, CEO of Zeo Energy. "Through this acquisition, we believe that Zeo will be able to accelerate our vision of serving energy consumers across the spectrum - from residential rooftops to larger-scale industrial solar and storage applications to build an energy platform at scale."
"We believe this combination offers a compelling opportunity for Heliogen stockholders through the opportunity to participate in the substantial growth potential of the combined company," added Christiana Obiaya, CEO of Heliogen. "We believe that Zeo's proven track record and network of customers can enhance the value creation opportunities for Heliogen's solutions and technical capabilities, while enhancing liquidity for stockholders. We're proud to be joining forces to scale practical, dispatchable clean energy solutions. This transaction is the result of the Heliogen Board's comprehensive review of strategic alternatives. Our Board is unanimous in its belief that this transaction is the optimal path forward and in the best interest of our stockholders."
Strategic Rationale
- Expanded Market Reach: The transaction unites Zeo's existing residential solar and storage footprint with Heliogen's long-duration energy storage expertise. Heliogen's commercial and utility-scale thermal storage solutions address mission-critical power quality and energy capacity issues faced by AI and cloud computing data centers, while concurrently aiding grid stability.
- Operational Synergies: The transaction is expected to streamline costs and reduce corporate overhead, while retaining core technical and commercial talent.
- Strengthened Balance Sheet: At close, Zeo anticipates benefiting from Heliogen's incremental liquidity, supporting investments for future growth in the solar and energy storage space.
- Enhanced Financing Capabilities: Zeo's affiliated financing arm, which has provided over $44 million in clean energy tax equity financing to date, has the ability to be used for future Heliogen utility-scale and long-duration energy storage projects.
- Accelerated Growth Opportunities: The transaction seeks to position Zeo to capitalize on increasing demand for resilient, cost-effective, low-carbon energy infrastructure, supported by favorable long-term tailwinds and potential tax equity investments.
Transaction Details and Closing Timeline
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 $10 million 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.
Advisors
Piper Sandler & Co. is acting as financial advisor and Ellenoff Grossman & Schole LLP is acting as legal counsel to Zeo.
Pickering Energy Partners is acting as financial advisor and Cooley LLP is acting as legal counsel to Heliogen.
Zeo Energy Corp. | www.zeoenergy.com
Heliogen | www.heliogen.com
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