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

• Boralex Inc. has entered into a definitive arrangement agreement to be acquired by Brookfield and La Caisse for $37.25 CAD in cash per common share, representing a 31.8% premium over the March 20, 2026 closing price.
• The transaction values Boralex at a total enterprise value of approximately $9.0 billion ($9.7 billion on a combined basis), or ~13x 2026E consensus EBITDA, and will result in Boralex operating as a private company post-close.
• The deal is expected to close by Q4 2026, subject to shareholder and regulatory approvals, with La Caisse increasing its stake to 30% and Brookfield acquiring the remaining 70%.

Key Details

• Transaction Structure: Statutory plan of arrangement under the Canada Business Corporations Act.
• Consideration: $37.25 CAD in cash per Common Share.
• Premiums: 31.8% premium over March 20, 2026 TSX closing price; 36.4% premium over the 30-day VWAP ending March 20, 2026.
• Valuation: Total equity value ~$3.8 billion; Total enterprise value ~$9.0 billion ($9.7 billion on a Combined basis).
• Valuation Multiple: ~13x 2026E consensus EBITDA on the Combined total enterprise value.
• Ownership Structure Post-Close: La Caisse will hold a pro forma 30% interest (increasing from ~15%); Brookfield will acquire the remaining 70%.
• Board Recommendation: Unanimously approved and recommended by Boralex's Board of Directors and Special Committee.
• Fairness Opinions & Valuation: Received from National Bank Capital Markets, RBC Capital Markets, and Desjardins Capital Markets. Desjardins' formal valuation places the fair market value of Common Shares between $33 and $38 per share.
• Closing Conditions & Timeline: Expected to close by Q4 2026. Requires approval of at least two-thirds of votes cast by shareholders present, plus a simple majority of remaining votes (excluding La Caisse). Subject to court approval and regulatory approvals. Not subject to financing conditions.
• Termination Fees: $115 million payable by Boralex to the Purchaser in certain circumstances (e.g., superior proposal); $172 million reverse termination fee payable by the Purchaser to Boralex.
• Post-Closing Status: Boralex will operate independently as a private company, delist from the TSX, and cease to be a reporting issuer under Canadian securities laws. Headquarters will remain in Québec.
• Asset Portfolio & Pipeline: ~3,800 MW of operating wind, solar, hydro, and battery storage assets (>90% contracted, average 10-year term). ~300 MW under construction/ready to build, ~750 MW secured projects, ~1,600 MW advanced-stage development, and ~5,600 MW mid/early-stage pipeline.
• Advisors:
• Boralex: National Bank Capital Markets, RBC Capital Markets (financial); Desjardins Capital Markets (independent financial/valuator); 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).

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."
• 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."
• 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."