Energy and Infrastructure M&A_2025

BELGIUM Law and Practice Contributed by: Thomas Lenné, Mathias Hendrickx, Valentijn de Boe and Bram Devlies, Loyens & Loeff

1. Market Trends 1.1 Energy and Infrastructure M&A Market In 2024 and the first half of 2025, Belgian M&A activ- ity has shown gradual signs of recovery compared to 2023. While inflationary pressures and elevated interest rates in mid-2024 and early 2025, along with moderate economic growth, posed some challenges to investor sentiment, the overall market maintained a steady pace. Geopolitical developments – such as uncertainties around tariffs and ongoing wars in Gaza and between Russia and Ukraine – also influenced deal-making dynamics. Overall, Belgian M&A activity broadly mirrored international trends, reflecting both global headwinds and emerging opportunities. The transition toward clean energy, carbon neutrality and geopolitical concerns continue to be key focuses for energy and infrastructure (E&I) M&A in Belgium. Investors are increasingly targeting assets that sup- port net-zero ambitions, resulting in growing interest in wind, solar, and hydroelectric sectors. A priority is the modernisation and expansion of infrastructure to enable the energy transition. This includes funding for energy storage technologies, upgrades to electricity grids, and the development of charging networks for electric vehicles. While foreign investors seem to increasingly invest in battery energy storage system (BESS) projects, onshore wind and solar farms seem to be popular in the secondary M&A market. 1.2 Energy and Infrastructure Trends In 2025, new governments took office at the federal, Flemish, and Walloon levels. The resulting government agreements reflect a shift towards pragmatism, with a renewed focus on energy security, industrial competi- tiveness, and a clear return to nuclear power. While the agreements do not introduce radical changes, they signal a more measured and realistic approach to the energy transition. Across all levels of government, the energy transition remains a key priority, but the narrative has clearly shifted. The pursuit of green energy “at any cost” is no longer the dominant political stance. Instead, policy choices suggest a more balanced and technology- neutral strategy, with emphasis on a diversified ener-

gy mix – including a notable resurgence of nuclear energy. On nuclear, the Belgian federal government, for instance, has made a clear and strategic shift back to nuclear energy, setting a target of four gigawatts of nuclear capacity within the electricity mix. In a marked departure from previous policies, nuclear energy is now positioned as a central pillar of Belgium’s long- term energy strategy. To support this shift, the gov- ernment repealed previous phase-out provisions and lifted the ban on new nuclear capacity construction. While grid congestion is becoming an increasing chal- lenge, it has not yet derailed the development of new projects. Over the past 12 months, several new grid connection models have emerged to address limited network capacity. On the gas infrastructure side, Belgium has also established regulatory frameworks for new gases, including hydrogen and CO₂, and is in the process of assigning regulated operators for these networks. 1.3 Access to the Energy and Infrastructure M&A Market Investors are both domestic and international, depending on the asset classes. Energy projects in Belgium are primarily driven by pri- vate local developers, alongside major utility compa- nies. In recent years, international investment funds have played an increasingly significant role. Funds like Pioneer Point Partners and Ventient have been acquiring renewable energy portfolios, while others – such as BlackRock, Canada Pension Plan Investment Board (CPP Investments), and ATLAS Infrastructure (which manages assets on behalf of clients includ- ing Australia’s Future Fund) – have acquired strategic stakes in key infrastructure, including Belgian grid operator Elia Group. Local infrastructure funds and public authorities are also actively involved in financing innovative energy and infrastructure initiatives, frequently partnering with international contractors. Notable among these are the public investment companies PMV, repre- senting the Flemish Region, and Wallonie Entrepren-

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