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 a consortium consisting of Brookfield and La Caisse for $37.25 per Common Share in cash.
• The transaction implies a total enterprise value of approximately $9.0 billion ($9.7 billion on a Combined basis) and represents a 31.8% premium over the March 20, 2026 closing price and a 36.4% premium over the 30-day volume-weighted average price.
• Following the transaction, Boralex will become a private company, delist from the TSX, and operate independently with Brookfield acquiring 70% and La Caisse increasing its stake to 30%.

Key Details

• Transaction Structure: Statutory plan of arrangement under the Canada Business Corporations Act; all issued and outstanding Class A common shares to be acquired.
• Consideration: $37.25 CAD per Common Share, paid entirely in cash.
• Valuation Metrics:
  • Total Equity Value: Approximately $3.8 billion.
  • Total Enterprise Value: $9.0 billion (Consolidated) / $9.7 billion (Combined).
  • Implied Multiple: 13 times 2026E consensus EBITDA on the Combined total enterprise value.
• Premiums:
  • 31.8% premium over the March 20, 2026 TSX closing price.
  • 36.4% premium over the 30-day volume-weighted average price (VWAP) ending March 20, 2026.
• Ownership Structure Post-Closing:
  • Brookfield: 70% ownership.
  • La Caisse: Increases from ~15% to 30% pro forma ownership via post-closing investment.
• Asset Portfolio: Boralex holds ~3,800 MW of wind, solar, hydro, and battery energy storage assets, with >90% contracted for an average term of 10 years.
• Pipeline:
  • ~300 MW of projects under construction or ready to build.
  • ~750 MW of secured projects.
  • ~1,600 MW of advanced-stage development projects.
  • ~5,600 MW of mid- and early-stage pipeline.
• Closing Conditions & Timeline:
  • Expected to close by Q4 2026.
  • Subject to shareholder approval (two-thirds of votes cast by independent shareholders; simple majority excluding La Caisse and other required exclusions), court approval, and regulatory approvals.
  • Not subject to financing conditions.
• Termination Fees:
  • Boralex payable to Purchaser: $115 million (in case of superior proposal).
  • Purchaser payable to Boralex (Reverse Termination Fee): $172 million.
• Fairness Opinions: Received from National Bank Capital Markets, RBC Capital Markets, and Desjardins Capital Markets (independent advisor/valuator).
• Formal Valuation: Desjardins determined the fair market value of Common Shares to be between $33 and $38 per share.
• Governance: Boralex will maintain its headquarters in Québec and operate independently. The Board unanimously recommends the transaction.

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 Chief Executive Officer 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... With their support, we are better positioned than ever to respond to fast growing demand in our markets..."
• 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... 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... We look forward to partnering with Brookfield on Boralex’s next chapter..."