Boralex Enters into Definitive Agreement to be Acquired by Brookfield, alongside La Caisse, Supporting its Next Phase of Growth as a Standalone Private Company

Executive Summary

• Brookfield and La Caisse will acquire 100% of Boralex Inc.’s Class A common shares for $37.25 per share, a ~32% premium to the March 20, 2026 closing price.
• The deal values Boralex at ≈ $9.0 billion enterprise value (≈ $3.8 billion equity) and is expected to close in Q4 2026, subject to shareholder and regulatory approvals.
• Post‑transaction, La Caisse will hold a 30% stake and Brookfield the remaining 70%; Boralex will become a private company but continue operating independently from its Québec headquarters.

Key Details

• Consideration: $37.25 cash per Common Share (≈ $3.8 billion equity value).
• Premiums: 31.8% over TSX closing price on March 20, 2026; 36.4% over the 30‑day VWAP ending that date.
• Enterprise Value: ~$9.0 billion (combined basis $9.7 bn).
• Ownership Structure Post‑Close: Brookfield – 70%; La Caisse – 30% (up from ~15%).
• Closing Timeline: Expected by Q4 2026, subject to:
• ≥ 2/3 shareholder vote (excluding La Caisse’s shares) and a simple majority overall.
• Court approval under the Canada Business Corporations Act.
• Required regulatory approvals; no financing conditions.
• Termination Fees: $115 million payable by Boralex to Purchaser if certain termination events occur; reverse fee of $172 million payable to Boralex in other circumstances.
• Liquidity & Delisting: Shareholders receive cash, providing immediate liquidity; shares will be delisted from the TSX and Boralex will cease reporting under Canadian securities laws.
• Strategic Rationale:
• Accelerate development of ~1,600 MW advanced‑stage projects and ~5,600 MW mid/early‑stage pipeline.
• Leverage Brookfield’s procurement, energy marketing, and capital recycling capabilities.
• Maintain Boralex’s operational independence while gaining access to long‑term capital and scale economies.
• Board & Committee Recommendations: Unanimous recommendation from Special Committee and Board of Directors to approve the transaction.
• Advisors:
• Boralex – National Bank Capital Markets, RBC Capital Markets (financial); Stikeman Elliott LLP (legal).
• Brookfield – BMO Capital Markets (financial), McCarthy Tétrault LLP (legal).
• La Caisse – CIBC Capital Markets (financial), Davies Ward Phillips & Vineberg LLP (legal).
• Fairness Opinions & Valuation: Independent valuation by Desjardins places fair value between $33‑$38 per share; fairness opinions from NBCM, RBC, and Desjardins deem the consideration fair.

Notable Quotes

“This transaction brings in the right long‑term partners for Boralex as we enter an accelerated growth phase requiring significant capital deployment and financial flexibility.” – Patrick Decostre, President & CEO, Boralex

“We are excited to partner with La Caisse to accelerate the delivery of Boralex’s development pipeline in its next phase of growth.” – Jehangir Vevaina, Global CIO‑Energy, Brookfield

All monetary amounts are in Canadian dollars unless otherwise noted.