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 Asset Management and La Caisse have entered into a definitive arrangement agreement to acquire 100% of Boralex Inc. for $37.25 CAD in cash per common share.
• The transaction values Boralex at approximately $3.8 billion in equity value and $9.0 billion in total enterprise value ($9.7 billion on a Combined basis), representing a 31.8% premium over the March 20, 2026 TSX closing price and a 36.4% premium over the 30-day VWAP.
• Upon closing, Boralex will become a private company, delist from the TSX, and operate independently under a 70/30 ownership split between Brookfield and La Caisse, with an expected close by Q4 2026 pending regulatory and shareholder approvals.

Key Details

• Transaction Structure: Statutory plan of arrangement under the Canada Business Corporations Act.
• Consideration: $37.25 CAD in cash per Common Share.
• Valuation & Premiums: Total equity value ~$3.8B; Total enterprise value ~$9.0B ($9.7B Combined). Premiums of 31.8% (over March 20, 2026 closing price) and 36.4% (over 30-day VWAP ending March 20, 2026).
• Post-Closing Ownership: Brookfield acquires 70% of Boralex; La Caisse increases its pro forma stake from ~15% to 30%.
• Closing Conditions & Timeline: Expected to close by Q4 2026. Requires approval of at least two-thirds of votes cast by shareholders present (excluding La Caisse and other MI 61-101 required exclusions), a simple majority of remaining votes, court approval, and key regulatory approvals. Not subject to financing conditions.
• Termination Fees: $115 million payable by Boralex to the Purchaser in certain circumstances (e.g., superior proposal). Reverse termination fee of $172 million payable by the Purchaser to Boralex in certain circumstances.
• Corporate Status Changes: Boralex will maintain its headquarters in Québec, operate independently, delist from the TSX, and cease to be a reporting issuer under Canadian securities laws.
• Asset Portfolio & Pipeline: ~3,800 MW of operating wind, solar, hydro, and battery storage assets (>90% contracted, average 10-year term). Pipeline includes ~300 MW under construction/ready to build, ~750 MW secured projects, ~1,600 MW advanced-stage development, and ~5,600 MW mid/early-stage projects.
• Fairness & Valuation: Desjardins Capital Markets formal valuation indicates a fair market value range of $33 to $38 per share. National Bank Capital Markets, RBC Capital Markets, and Desjardins provided fairness opinions confirming the consideration is financially fair to shareholders.
• Advisors: Financial advisors include National Bank Capital Markets & RBC Capital Markets (Boralex), Desjardins Capital Markets (Special Committee), BMO Capital Markets (Brookfield), and CIBC Capital Markets (La Caisse). Legal counsel includes Stikeman Elliott LLP (Boralex), McCarthy Tétrault LLP (Brookfield), and Davies Ward Phillips & Vineberg LLP (La Caisse).

Notable Quotes

• André Courville, Chairman of the Board of Directors of Boralex: "Following a rigorous and highly competitive process, the Boralex teams were able to secure aligned strategic partners, ensuring the Corporation can fully seize the opportunities ahead and create lasting value for all stakeholders."
• Patrick Decostre, President and CEO of Boralex: "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. On top of its financial capacity, Brookfield alongside La Caisse, brings complementary expertise to Boralex's skill set and will enable us to benefit from significant economies of scale..."
• Jehangir Vevaina, Global Chief Investment Officer, Energy at Brookfield: "We are excited to partner with La Caisse to accelerate the delivery of Boralex’s development pipeline in its next phase of growth. Combining Brookfield’s customer and supply chain partnerships, long-term capital, and deep operational know-how in renewables, with the strong foundation built by Boralex will help grow our presence in Canada and other attractive energy markets."
• Kim Thomassin, Executive Vice-President and Head of Québec at La Caisse: "This transaction reflects our strong confidence in this renewable energy leader that is deeply rooted in Québec and well positioned to pursue growth across North America and internationally. We look forward to partnering with Brookfield on Boralex’s next chapter..."