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 in cash per common share, representing a 31.8% premium over the March 20, 2026 TSX closing price.
• The transaction values Boralex at a total enterprise value of approximately $9.0 billion ($9.7 billion on a combined basis) and will result in a post-closing ownership structure of 70% for Brookfield and 30% for La Caisse.
• The all-cash deal is expected to close by Q4 2026, subject to shareholder and regulatory approvals, after which Boralex will delist from the TSX and operate as a private company headquartered in Québec.

Key Details

• Transaction Type: Statutory plan of arrangement under the Canada Business Corporations Act.
• Counterparties: Purchaser = Brookfield and La Caisse; Target = Boralex Inc. (TSX: BLX).
• Consideration: $37.25 CAD in cash per Common Share.
• Premiums: 31.8% over the March 20, 2026 TSX closing price; 36.4% over the 30-day volume-weighted average price (VWAP) ending March 20, 2026.
• Valuation: Total equity value of ~$3.8 billion; Total enterprise value of ~$9.0 billion ($9.7 billion on a Combined basis).
• Post-Closing Ownership: La Caisse increases its stake from ~15% to 30%; Brookfield acquires the remaining 70%.
• Closing Timeline & Conditions: Expected to close by Q4 2026, subject to a 2/3 majority shareholder vote (excluding La Caisse), 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.
• Voting Support: La Caisse and Boralex directors/senior management (~15.4% of outstanding shares) have executed voting and support agreements to vote in favor of the transaction.
• Fairness Opinions & Valuation: Received from National Bank Capital Markets, RBC Capital Markets, and Desjardins Capital Markets. Desjardins provided a formal valuation indicating a fair market value range of $33 to $38 per share.
• Advisors: Financial advisors include National Bank Capital Markets and 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).
• Post-Closing Operations: Boralex will operate independently, maintain its Québec headquarters, and delist from the TSX, ceasing to be a reporting issuer under Canadian securities laws.

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."