HANGZHOU, China, Nov. 14,
2024 /PRNewswire/ -- ZEEKR Intelligent Technology
Holding Limited ("ZEEKR" or the "Company") (NYSE: ZK), a global
premium electric mobility technology company, today announced its
entry into strategic integration transactions (the "Strategic
Integration Transactions") with certain Geely entities, including
(i) Zhejiang Geely Holding Group Co., Ltd. ("Geely Holding"), a PRC
limited liability company ultimately wholly-owned by Mr.
Shufu Li and his associates, (ii)
Volvo Cars (China) Investment Co.,
Ltd. ("VCI"), a wholly-owned PRC subsidiary of Volvo Car AB (XSTO:
VOLCAR B) ("Volvo"), which itself is Geely Holding's indirect,
non-wholly-owned subsidiary in Sweden, (iii) Ningbo Geely Automobile Industry
Co., Ltd ("Ningbo Geely"), a wholly-owned PRC subsidiary of Geely
Automobile Holdings Limited (HKEX: 0175) ("Geely Auto"), ZEEKR's
controlling shareholder, and (iv) LYNK & CO Automotive
Technology Co., Ltd. ("LYNK & CO"), a Chinese-foreign joint
venture in China owned as to 50%,
20% and 30% respectively by Ningbo Geely, Geely Holding and VCI.
LYNK & CO is principally engaged in the manufacture and sale of
LYNK & CO brand vehicles and the after-sales parts.
The Strategic Integration Transactions include:
- LYNK & CO Acquisition. On November 14, 2024, Zhejiang ZEEKR Intelligent
Technology Co., Ltd ("Zhejiang ZEEKR"), ZEEKR's indirect
wholly-owned PRC subsidiary principally engaged in the sale of
vehicles, entered into an equity transfer agreement (the "LYNK
& CO Equity Transfer Agreement") with Geely Holding, VCI and
LYNK & CO, pursuant to which Zhejiang ZEEKR will acquire a 20%
interest in LYNK & CO from Geely Holding and a 30% interest in
LYNK & CO from VCI (collectively, the "Equity Transfer") at a
purchase price of RMB3.6 billion and
RMB5.4 billion, respectively, in each
case plus the interests accrued on such amount from the locked box
date of September 30, 2024.
The Equity Transfer is subject to terms and closing conditions as
specified in the LYNK & CO Equity Transfer Agreement,
including, among other things, the approval by the independent
shareholders of Geely Auto and the approval by the shareholders of
Volvo. ZEEKR expects to fund the acquisition using its own cash
reserves and external financing.
- LYNK & CO Capital Injection. On November 14, 2024, Zhejiang ZEEKR entered into a
subscription agreement (the "LYNK & CO Capital Injection
Agreement") with LYNK & CO and Ningbo Geely, pursuant to which
LYNK & CO will increase its registered capital and Zhejiang
ZEEKR will subscribe for all such increased registered capital at a
subscription price of RMB367,346,940
(the "Capital Injection"). After giving effect to this Capital
Injection and the Equity Transfer, LYNK & CO will be owned as
to 51% by Zhejiang ZEEKR and 49% by Ningbo Geely, respectively.
Completion of the Capital Injection is subject to terms and closing
conditions as specified in the LYNK & CO Capital Injection
Agreement, including, among other things, the approval by the
independent shareholders of Geely Auto and the completion of the
Equity Transfer. ZEEKR expects to fund the Capital Injection from
its own cash reserves.
The Strategic Integration Transactions are expected to close
substantially concurrently, subject to the respective closing
conditions set forth in the transaction documents. Upon completion,
LYNK & CO will become ZEEKR's indirect non-wholly-owned
subsidiary, and the financial results of LYNK & CO will be
consolidated into the financial statements of ZEEKR.
ZEEKR's board of directors formed a committee of independent
directors consisting of Mr. Miguel A. Lopez
Ben, Mr. Stephen Brown Davis
and Mr. Michael David Ricks (the
"Committee"), to consider and evaluate the Strategic Integration
Transactions. The Committee was advised by its independent
financial advisor, Houlihan Lokey
(China) Limited, which delivered a
fairness opinion stating that, as of the date of the opinion, the
consideration to be paid by ZEEKR in the Equity Transfer and the
Capital Injection pursuant to the LYNK & CO Equity Transfer
Agreement and the LYNK & CO Capital Injection Agreement is fair
to the Company from a financial point of view. ZEEKR's board of
directors, upon the unanimous recommendation of the Committee,
approved the Strategic Integration Transactions.
The Company was notified that, also on November 14, 2024, a sale and purchase agreement
was entered into between (i) Geely International (Hong Kong) Limited ("GIHK"), a limited
liability company incorporated in Hong
Kong wholly owned by Geely Holding and (ii) Luckview Group
Limited ("Luckview"), a limited liability company incorporated in
the British Virgin Islands and a
wholly-owned subsidiary of Geely Auto, pursuant to which GIHK will
sell and Luckview will purchase approximately 11.3% (on a
fully-diluted basis when taking into account ZEEKR's ordinary
shares reserved for its 2021 Share Incentive Plan) of ZEEKR's
issued share capital for a consideration of US$806,100,000 (equivalent to approximately
RMB5,835,116,070). Immediately after
completion of this sale and purchase of ZEEKR shares, Geely Auto's
shareholding in ZEEKR will increase to approximately 62.8% (on a
fully-diluted basis when taking into account ZEEKR's ordinary
shares reserved for its 2021 Share Incentive Plan).
About ZEEKR
ZEEKR (NYSE: ZK) is a global premium electric mobility
technology brand from Geely Holding Group. ZEEKR aims to create a
fully integrated user ecosystem with innovation as a standard.
ZEEKR utilizes Sustainable Experience Architecture (SEA) and
develops its own battery technologies, battery management systems,
electric motor technologies, and electric vehicle supply chains.
ZEEKR's value is equality, diversity, and sustainability. Its
ambition is to become a true mobility solution provider.
ZEEKR operates its R&D centers and design studios in
Ningbo, Hangzhou, Gothenburg, and Shanghai and boasts state-of-the-art
facilities and world-class expertise. Since ZEEKR began delivering
vehicles in October 2021, the brand
has developed a diversified product portfolio that primarily
includes the ZEEKR 001, a luxury shooting brake; the ZEEKR 001 FR,
a hyper-performing electric shooting brake; the ZEEKR 009, a pure
electric luxury MPV; the ZEEKR 009 Grand, a four-seat ultra-luxury
flagship MPV; the ZEEKR X, a compact SUV; the ZEEKR 7X, a premium
electric five-seater SUV; the ZEEKR MIX; and an upscale sedan
model. ZEEKR has announced plans to sell vehicles in global
markets, and has an ambitious roll-out plan over the next 5 years
to satisfy the rapidly expanding global EV demand.
For more information, please visit
https://ir.zeekrlife.com/.
Safe Harbor Statement
This press release contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Statements that
are not historical facts, including statements about the Company's
beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks and
uncertainties, and a number of factors could cause actual results
to differ materially from those contained in any forward-looking
statement. In some cases, forward-looking statements can be
identified by words or phrases such as "may," "will," "expect,"
"anticipate," "future," "target," "aim," "estimate," "intend,"
"plan," "believe," "potential," "continue," "is/are likely to," or
other similar expressions. Further information regarding these and
other risks, uncertainties or factors is included in the Company's
filings with the SEC. All information provided in this press
release is as of the date of this press release, and the Company
does not undertake any duty to update such information, except as
required under applicable law.
Investor Relations Contact
In China:
ZEEKR Intelligent Technology Holding Limited
Investor Relations
E-mail: ir@zeekrlife.com
Piacente Financial Communications
Tel: +86-10-6508-0677
E-mail: zeekr@thepiacentegroup.com
In the United States:
Piacente Financial Communications
Brandi Piacente
Tel: +1-212-481-2050
E-mail: zeekr@thepiacentegroup.com
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SOURCE ZEEKR Intelligent Technology Holding Limited