Emera, ATCO, Canadian Utilities to combine in $72 billion Canadian utility deal

For best results when printing this announcement, please click on link below: Emera, ATCO and Canadian Utilities Announce Transformational Agreement to Create Canadian Utility and Energy Infrastructure Powerhouse Largest merger in Canadian history(1) This news release constitutes a “designated news release” for the purposes of Emera’s prospectus supplement dated December 5, 2025 to its short form base shelf prospectus dated December 5, 2025 Highlights Emera and Canadian Utilities will combine in a merger of equals to form a Top 20 North American utility, with approximately $72( )billion in combined enterprise value(2), $45 billion in rate base(3) and six million customers.

Creating a Canadian champion with greater financial strength, operating capabilities and investment capacity, the combined company is expected to benefit from improved credit rating thresholds, providing greater financial flexibility to better support its customers and communities. The combined company plans to execute on a $32 billion capital plan through 2030, supporting expected average annual rate base growth of 7% to 8%, while continuing to pursue investments in growth opportunities driven by electrification, transmission, energy security and other major energy infrastructure needs across Canada, the United States and Australia.

Emera shareholders are expected to own approximately 60% of a substantially larger and more diversified company, with the transaction expected to be accretive to adjusted EPS in the first full year following closing, enhancing the combined company’s credit profile and supporting long-term earnings and dividend growth. (4) Both Canadian Utilities and Emera will benefit from greater geographic and regulatory diversification, enhanced financial flexibility and continued exposure to two of the fastest growth jurisdictions in North America — Florida and Alberta.

The combined company will operate as Emera and maintain its public company headquarters in Halifax and Canadian Utilities’ corporate and operational headquarters in Calgary, Edmonton and Perth, Australia. Emera CEO, Scott Balfour, will serve as CEO of the combined company and Canadian Utilities Executive Chair, Nancy Southern, will serve as Co-Chair of the Board with current Chair, Karen Sheriff. In connection with the transaction, ATCO will spin off into a new publicly-traded industrial services leader made up of housing, defence and investments, including ports and retail energy. ATCO Chair and CEO, Nancy Southern, will serve as Chair and CEO of the new entity.

ATCO shareholders will receive an interest in both the combined energy company, Emera and the purpose-built New ATCO with dedicated leadership, capital and strategic focus in both companies. , has signed a voting support agreement to support the transaction. The transaction was approved following comprehensive reviews by all three Boards, including independent Special Committees for ATCO and Canadian Utilities, supported by independent financial and legal advice.

Emera, ATCO and Canadian Utilities today announced a definitive agreement to bring together Emera and Canadian Utilities in a merger of equals, creating a Canadian utility and energy infrastructure powerhouse with the scale to help power Canada’s growth ambitions, while continuing to invest in and grow its operations across its jurisdictions, including in the high growth markets of Alberta and Florida. This press release features multimedia.

View the full release here: The combined company is expected to have a pro forma enterprise value of approximately $72 billion, approximately $45 billion in rate base and serve approximately six million customers across Canada, the United States and international markets. It will have greater financial strength, broader capabilities, and enhanced investment capacity to support expected growing energy and infrastructure needs across its operations.

This increased scale will position the company to support a range of capital-intensive priorities, electrification projects, major natural gas and electric transmission investments, large load customers, export infrastructure and other large-scale energy infrastructure projects. The new company will operate as Emera. Its public company headquarters will remain in Halifax, while maintaining Canadian Utilities’ corporate and operational headquarters in Calgary and Edmonton, with a strong continued presence in Canadian Utilities’ key markets including Perth, Australia. S.

operations will continue to be headquartered in Tampa, Florida. Based on the implied enterprise value of Canadian Utilities, the transaction is expected to be the largest merger in history between two Canadian companies and will form a Top 20 North American utility. Customers can expect continued safe and reliable service throughout the transaction process and beyond. Until closing, Emera, ATCO and Canadian Utilities will continue to operate independently and remain focused on customers, employees, safety, reliability and operational performance.

The combination is expected to support continued investment in infrastructure, employment, economic development, and long-standing community partnerships. In connection with the transaction, ATCO will spin off into a high-growth industrial services company focused on housing, defence, and investments, including ports and retail energy, into a new publicly-traded company, New ATCO, with a clear growth agenda and distinct investor proposition.

Terms of Agreement Under the terms of the arrangement agreement, Emera will acquire all the issued and outstanding shares of Canadian Utilities and ATCO, and the transaction will be structured such that ATCO’s industrial services business will be spun-out as New ATCO. 865x of an Emera common share for each Class I or Class II share held. 819x exchange ratio for the Canadian Utilities Class B shares held by ATCO, as adjusted for certain liabilities assumed by Emera and the value of certain Emera shares that will be issued to New ATCO as part of the spinoff transaction.

In addition to the Emera shares, ATCO shareholders will also receive one New ATCO Class I share for each ATCO Class I share held and one New ATCO Class II share for each ATCO Class II share held. All of the voting shares of New ATCO will be distributed to ATCO's sole Class II voting shareholder, Sentgraf, while the non-voting shares of New ATCO will be distributed to existing ATCO Class I non-voting shareholders on a pro rata basis. Building a Canadian-headquartered energy and infrastructure powerhouse Demand for safe, reliable and resilient energy infrastructure is accelerating across North America.

The combination of Emera and Canadian Utilities will create a larger, more diversified company with the financial capacity, operating expertise and market access to pursue larger and more complex opportunities. Together, the companies are expected to be even better positioned to invest, execute, and compete than either is today.

The combination of Emera, with approximately 70% of earnings from operations in Florida, and Canadian Utilities with approximately 80% from operations in Alberta, creates a company with approximately 95% of earnings from regulated utilities, and approximately 80% of earnings generated in Florida and Alberta, two of the highest growth jurisdictions in North America. Leadership perspectives “Today marks an important moment for our companies and the customers and communities we serve,” said Scott Balfour, President and Chief Executive Officer of Emera.

“This merger creates a Canadian utility and energy infrastructure powerhouse with the scale, financial capacity and expertise to invest in the systems our customers will rely on for decades. As demand rises from electrification trends and major infrastructure development, the combined company will be better positioned to help meet growing energy needs and power Canada’s growth ambitions. ” “Over the years, the Emera Board has proudly supported the company’s growth and embraced transformative opportunities that had the potential to create lasting value,” said Karen Sheriff, Chair of the Board of Emera. “We believe this is one of those opportunities.

Bringing together Emera and Canadian Utilities is a rare chance to build on the strengths of two successful companies and create an even stronger enterprise, with greater capacity to invest, grow and help meet the evolving needs of customers and communities. ” “This transaction represents a defining next chapter for ATCO,” said Nancy Southern, Chair and Chief Executive Officer of ATCO. “For nearly eight decades, our people have built businesses that provide essential infrastructure and services to communities and countries. ” “ATCO shareowners will participate in two focused and compelling companies.

The combined Emera/Canadian Utilities company will have the scale, capabilities and capital to invest in critical energy and infrastructure projects that support growing demand, while New ATCO will be positioned to accelerate growth in housing, defence and industrial services. ” “This merger is about unlocking the next wave of growth for Canadian Utilities and the customers and communities we serve,” said Bob Myles, Chief Executive Officer, Canadian Utilities Limited.

“By bringing Canadian Utilities and Emera together, we will combine complementary strengths, proven operating expertise and greater financial capacity to invest in the energy infrastructure needed for the future. 3 billion. The transaction is structured as an all-share transaction, enabling Canadian Utilities’ shareholders to participate in the governance and future direction of a larger, more geographically diversified energy and utilities company, while ATCO shareowners will receive shares of both the combined company and New ATCO.

ATCO and Canadian Utilities non-voting shareholders will receive Emera voting common shares, enabling them to participate in the governance and future direction of the combined company. Canadian Utilities preferred shares will remain outstanding, and no fractional Emera shares will be issued. Following completion of the transaction, existing Emera shareholders are expected to collectively own approximately 60% of the combined company, while former ATCO and Canadian Utilities shareholders are expected to collectively own approximately 40%.

The share-for-share structure provides shareholders with continued participation in the combined company’s expected enhanced scale, geographic diversification, financial flexibility and long-term earnings and dividend growth potential. Industry-leading management and governance Upon closing, the merged company will be led by Scott Balfour, President and Chief Executive Officer of Emera. Key members of the current Canadian Utilities leadership team will join the Emera Executive team including Bob Myles as Chief Executive Officer of Canadian Utilities and Becky Penrice as Executive Vice President, Corporate Transformation and Integration.

Leadership of the companies’ operating businesses will remain unchanged. The combined company will have a thirteen-member Board of Directors, with six directors put forward by Canadian Utilities and seven directors put forward by Emera. Nancy Southern will serve as Co-Chair of the Emera Board of Directors alongside Karen Sheriff, the current Chair. Unlocking ATCO’s next chapter of growth In connection with the transaction, ATCO will spin off as a high-growth industrial services company as New ATCO, a newly formed public company focused on housing, defence and investments, including ports and retail energy.

New ATCO will emerge as a purpose-built company with dedicated leadership, capital and strategic focus, positioned to build, deploy and operate in complex environments across North America and international markets. ATCO shareowners will therefore hold interests in two focused public companies: New ATCO, aligned with global housing, defence and investment growth trends, and the combined Emera-Canadian Utilities company, a Canadian-headquartered utility and energy infrastructure powerhouse positioned at the centre of North America’s energy future.

As governments and industry invest in housing affordability, defence readiness, critical infrastructure and economic security, New ATCO will be positioned to pursue these opportunities with the flexibility and focus of a standalone company. Built on nearly 80 years of operating and investment experience, its customer relationships, remote capabilities and disciplined approach to capital deployment are expected to provide a strong foundation for organic and acquisition-led growth—and a clearer path to long-term value recognition. New ATCO will continue with global operations with headquarters in Calgary, Alberta.

Nancy Southern will serve as Chair and Chief Executive Officer and Katie Patrick will serve as Chief Financial & Investment Officer. New ATCO will have a dual class share structure similar to ATCO's, with a class of voting shares and a class of non-voting shares which have the same economic entitlements as the voting shares. All of the voting shares will be distributed to ATCO's sole voting shareowner, Sentgraf, while the non-voting shares will be distributed to existing ATCO non-voting shareowners on a pro rata basis. Transaction highlights Expected pro forma enterprise value of approximately $72 billion.

Approximately $45 billion in expected combined rate base and approximately 6 million expected customers. Portfolio of 12 regulated utilities in high-growth markets. Approximately 80% of operations expected to be in Florida and Alberta, two of the most high-growth jurisdictions in North America. Combined $32 billion capital plan through 2030, supporting expected average annual rate base growth of 7% to 8%.

Expected to be accretive to adjusted earnings per share in the first full year following closing. Emera expects its current investment grade credit ratings and stable outlooks to be maintained following the transaction, with no impact on the ratings of its existing rated operating subsidiaries. The combination is expected to strengthen Emera's business profile, preserve the strength of its regulated operating company credit platforms and enhance balance sheet capacity in support of the combined company's long term growth plan. Increased capacity to invest in safe, reliable and resilient energy infrastructure while maintaining strong local operating capabilities.

New ATCO established as a focused public company spanning housing, defence and industrial investments. Independent process and Board approval The transaction is the result of a comprehensive review process overseen by the directors of Emera, directors of ATCO who are fully independent from ATCO’s controlling shareholder, and directors of Canadian Utilities who are fully independent from ATCO. ATCO and Canadian Utilities each appointed a separate special committee of independent directors to negotiate, examine, review and evaluate the merits and risks of the transaction and make recommendations to their respective boards. Gordon Dyal & Co.

provided a fairness opinion to the Board of Directors of ATCO that, based upon and subject to the assumptions, limitations and qualifications to be set forth in its written opinion, the consideration to be received by ATCO shareholders (other than Sentgraf and certain of its affiliates) pursuant to the arrangement is fair, from a financial point of view, to such shareholder. The ATCO Special Committee received a fairness opinion from CIBC World Markets Inc.

with respect to the fairness (as of the date of such opinion and subject to the assumptions, limitations and qualifications set forth therein), from a financial point of view, of the consideration to be received by ATCO shareowners (other than Sentgraf and certain of its affiliates), pursuant to the arrangement agreement.