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This Transaction provides Boralex with powerful levers to accelerate the execution of its 2030 Strategic Plan and strengthens its ability to create long-term value for all its stakeholders.
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Boralex shareholders to receive
$37.25 in cash per Common Share, representing a 31.8% premium over theMarch 20, 2026 closing price on the TSX and a 36.4% premium over the 30-day volume-weighted average price for the period endingMarch 20, 2026 , the last full day of trading prior to the first media report of a strategic review of alternatives. -
The Transaction implies a total enterprise value of
$9.0 billion ($9.7 billion on a Combined1 basis)2, including project and corporate-level indebtedness. This represents a 13 times 2026E consensus EBITDA on the Combined1 total enterprise value. -
La Caisse, Boralex's largest shareholder with approximately 15% of the outstanding Common Shares, has agreed to vote in favour of the Transaction and to make a post-closing investment in Boralex, resulting in a pro forma interest of 30%.
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Brookfield and La Caisse will strengthen Boralex’s leadership in its core markets by accelerating development, expanding its capabilities, and establishing a disciplined capital recycling program. -
In connection with the Transaction, Boralex will maintain its headquarters in
Québec and will continue to play an important role as a major employer and contributor toQuébec's growing economy and energy demand. -
The Transaction, which has been unanimously approved by Boralex's Board of Directors, provides immediate liquidity and certainty of value to shareholders, while positioning the Corporation for its next phase of growth as a private company and creating value for Boralex stakeholders, including shareholders, employees, customers, First Nations, communities and suppliers.
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The Transaction is expected to close by Q4 2026, subject to the receipt of the required approvals from Boralex’s shareholders and certain regulatory approvals, as well as the satisfaction of other customary closing conditions.
The Transaction follows an extensive review undertaken by a special committee comprised entirely of independent directors (the "Special Committee") of Boralex's board of directors (the "Board of Directors"), to maximize shareholder value, finance Boralex's strong pipeline and position the Corporation for its next phase of growth. The Transaction provides Boralex with the support of long-term investors aligned with its business model and growth ambitions, building on its 35-year experience to further contribute to the economic growth, energy security, and decarbonization of its core markets in
Boralex will operate independently following close of the Transaction. Similar to the benefits realized across Brookfield’s other platforms, the investment from
Transaction Highlights for Boralex
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Attractive premium for shareholders
The Consideration of
$37.25 per Common Share represents a 31.8% premium over theMarch 20, 2026 closing price on the TSX and a 36.4% premium over the 30-day volume-weighted average price for the period ending onMarch 20, 2026 , the last full day of trading prior to the first media report of a strategic review of alternatives. -
Certainty of value and immediate liquidity
The shareholders of Boralex will receive their Consideration entirely in cash, which provides certainty of value and immediate liquidity, and removes the risks and volatility associated with owning securities of the Corporation as an independent, publicly-traded company.
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Deal certainty
The Purchaser's obligation to complete the Transaction is subject to a limited number of conditions that the Special Committee and the Board of Directors believe, with the advice of their financial advisors and outside legal counsel, are reasonable in the circumstances.
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Unanimous Board of Directors recommendation
The Board of Directors, after receiving the unanimous recommendation of the Special Committee, as well as advice from its financial advisors and outside legal counsel, is unanimously recommending that shareholders vote in favour of the Transaction.
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Strong partners to help deliver growth
Brookfield and La Caisse are strategically aligned with Boralex's vision and will provide operational, strategic and financial support to accelerate Boralex's growth path. -
The Transaction has the support of Boralex’s largest shareholder
La Caisse, Boralex's current largest shareholder with approximately 15% of the outstanding Common Shares, has agreed to invest in the resulting private company, resulting in a pro forma ownership of 30%. La Caisse has also entered into a voting and support agreement with
Brookfield , pursuant to which it has agreed to vote all of its Common Shares in favour of the Transaction.
Transaction rationale for
The Transaction is underpinned by a high-quality asset base and compelling value creation opportunities that
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High-quality asset portfolio:
Brookfield and La Caisse’s investment is supported by Boralex’s robust, technologically and geographically diverse operating portfolio, backed by long-term contracts that secure stable, predictable revenues and its substantial pipeline of advanced projects. -
Accelerating growth: Backed by
Brookfield and La Caisse, and leveraging Brookfield’s global platform and capabilities, including procurement, energy marketing, and strategic relationships, Boralex is poised to accelerate project development across its core markets. -
Broadening capabilities and strengthening leadership in core markets: Together,
Brookfield and La Caisse are well positioned to enhance Boralex’s leading position by expanding its capabilities across technologies and delivering differentiated energy solutions to customers in an increasingly dynamic energy market. -
Enhancing value across the platform: Driving efficiencies through sharing of best practices across Brookfield’s global businesses, transitioning select assets to self-perform model for maintenance and operations, and optimizing the capital structure leveraging our access to scale capital and long-term investment approach.
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Establishing a disciplined asset recycling program: Drawing on Brookfield’s experience to scale asset recycling alongside development, supporting a growth model of recycling capital into higher-return opportunities.
Fairness Opinions, Formal Valuation and Recommendation of the Boralex Board of Directors
The Arrangement Agreement is the result of a comprehensive strategic review process undertaken with the supervision and involvement of the Special Committee, advised by independent legal and financial advisors.
In connection with the review and consideration of the Transaction, the Corporation retained
The Board of Directors has evaluated the Arrangement Agreement with Boralex's management and legal and financial advisors, and following the receipt and review of the unanimous recommendation of the Special Committee, the Formal Valuation and the Fairness Opinions, the Board of Directors has unanimously determined that the Transaction is in the best interests of Boralex and is fair to its shareholders (other than La Caisse), and unanimously recommends that shareholders approve the Transaction at the special meeting of shareholders to be called to approve the Transaction (the "Meeting"). The Corporation intends to postpone its upcoming annual meeting of shareholders and combine such meeting with the Meeting.
Additional Transaction Details
The Transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act and is subject to the following approvals: (i) the approval of at least two-thirds of the votes cast by the holders of Common Shares present or represented by proxy at the Meeting; and (ii) the approval of a simple majority of the votes cast by holders of Common Shares present or represented by proxy at the Meeting (excluding the Common Shares held by La Caisse and any other Common Shares required to be excluded pursuant to MI 61-101). The Transaction is also subject to court approval and customary closing conditions, including receipt of key regulatory approvals, is not subject to any financing conditions, and, assuming the timely receipt of all required key regulatory approvals, is expected to close by Q4 2026.
The Arrangement Agreement contains non-solicitation covenants on the part of Boralex, subject to the customary "fiduciary out" provisions. A termination fee of
In connection with the Transaction, La Caisse, Boralex’s largest shareholder with approximately 15% of the outstanding Common Shares, and each director and member of senior management of the Corporation has entered into a customary voting and support agreement pursuant to which they have agreed to vote all of their Common Shares in favour of the Transaction, subject to customary exceptions. Consequently, holders of approximately 15.4% of the Common Shares have agreed to vote their outstanding Common Shares in favour of the Transaction.
Upon completion of the Transaction, it is expected that the Common Shares will be delisted from the TSX, and, following closing, that Boralex will cease to be a reporting issuer under applicable Canadian securities laws.
Additional information regarding the terms and conditions of the Transaction, the rationale for the recommendations made by the Board of Directors and the Special Committee, copies of the Fairness Opinions and the Formal Valuation, the applicable voting requirements for the Transaction, and how shareholders can participate in and vote at the Meeting, will be included in the management information circular (the "Circular") to be mailed to Boralex's securityholders in connection with the Meeting. Copies of the Arrangement Agreement, the support and voting agreements, the Circular and proxy materials in respect of the Meeting will be available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.
All amounts in this press release are in Canadian dollars, unless otherwise indicated.
Advisors
Early Warning Disclosure
Further to the requirements of Regulation 62-104 respecting Take-Over Bids and Issuer Bids and Regulation 62-103 respecting the
About Boralex
At Boralex, we have been providing affordable renewable energy accessible to everyone for over 35 years. As a leader in the Canadian market and
For more information, visit boralex.com or sedarplus.com.
About
About La Caisse
At La Caisse, formerly CDPQ, we have invested for 60 years with a dual mandate: generate optimal long-term returns for our 48 depositors, who represent over 6 million Quebecers, and contribute to Québec’s economic development.
As a global investment group, we’re active in the major financial markets, private equity, infrastructure, real estate and private credit. As at
La Caisse is a registered trademark of La Caisse de dépôt et placement du
Cautionary Statement Regarding Forward-Looking Information
This news release contains “forward-looking statements” within the meaning of the U.S. Securities Act of 1933, the U.S. Securities Exchange Act of 1934, “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of other relevant securities legislation, including applicable securities laws in Canada, which reflect current views with respect to, among other things, operations and financial performance (collectively, “forward-looking statements”). Forward-looking statements include statements that are predictive in nature and depend upon or refer to future results, events or conditions. The estimates, beliefs and assumptions of
In particular, statements regarding the Transaction contemplated by the Arrangement Agreement, including proposed timing and the various steps contemplated in respect of the Transaction and statements regarding the plans, objectives or intentions of
Forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of
Readers are urged to consider these risks, as well as other uncertainties, factors and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements, which are based only on information available to us as of the date of this news release. Except as required by law,
For more information
Boralex
| MEDIA | INVESTOR RELATIONS |
| Camille Laventure Senior Advisor, Public Affairs and External Communications Boralex Inc. 438 883-8580 [email protected] |
Stéphane Milot Vice President, Investor Relations and Financial Planning and Analysis Boralex Inc. 514 213-1045 [email protected] |
| MEDIA | INVESTOR RELATIONS |
+1 332 298 0447 [email protected] |
+1 647 484 8525 [email protected] |
+1 212 417 2442 [email protected] |
La Caisse
| MEDIA |
Media Relations Team La Caisse +1 514 847-5493 [email protected] |
1 Combined is a non-GAAP financial measures and does not have a standardized definition under IFRS, and may therefore not be comparable to similar measures used by other companies.
2 Figures in brackets indicate results on a Combined basis as opposed to a Consolidated basis.
3 Combined is a non-GAAP financial measures and does not have a standardized definition under IFRS, and may therefore not be comparable to similar measures used by other companies.
4 Figures in brackets indicate results on a Combined basis as opposed to a Consolidated basis.
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