Acquiring the remaining 50% stake of the joint venture from Xignux; a highly attractive, accretive acquisition of a leading grid equipment supplier
Accelerates growth for GE Vernova's Electrification segment, the company's fastest-growing segment, while strengthening its ability to serve customers, especially in North America
Prolec GE expects $3B in revenue at ~25% adjusted EBITDA margin* in 2025 with low double-digit revenue growth in the coming years
$5.275B purchase price at closing, expected to be funded equally with cash & debt

GE Vernova Inc. (NYSE:GEV) today announced that GE Vernova will acquire the remaining fifty percent stake of Prolec GE, its unconsolidated joint venture with Xignux, further positioning GE Vernova as a global leader serving growing grid markets. The deal will accelerate GE Vernova's Electrification segment's growth trajectory, the company's fastest-growing segment, by expanding its presence in and support for North America, where demand for grid technologies is rising rapidly. This acquisition expands GE Vernova's capability to serve both North American and global customers, at a time in which these markets are experiencing rapid electricity demand growth, driven in part by the growth of data centers and new policies implemented to expand the deployment of critical grid and electrification equipment.

Prolec GE is a leading grid equipment supplier, producing transformers across most ratings and voltages with approximately 10,000 global employees across seven manufacturing sites globally, including five in the U.S. The joint venture was originally established between Xignux and General Electric (GE) in 1995, and this acquisition consolidates Prolec GE after 30 years of partnership.

"We're excited to execute this highly attractive and strategic move to acquire full ownership of our Prolec GE joint venture from Xignux, which accelerates GE Vernova's global strength in grid technologies," said GE Vernova CEO Scott Strazik. "This acquisition aligns with our strategic and financial objectives and is also good for our customers by strengthening our presence in North America where demand for grid equipment is growing rapidly. The deal is immediately accretive before synergies, with a partner we know well, and will drive additional profitable growth for GE Vernova. I want to thank the teams at both companies and look forward to welcoming the Prolec GE team to GE Vernova."

"We have taken this decision with full conviction after years of valued partnership with GE and GE Vernova. This transaction provides the opportunity for this business and team to continue their growth under the capabilities of a global leader," said Xignux CEO Juan Ignacio Garza Herrera. "We reaffirm our commitment to México and will continue driving our other businesses in North America by investing in innovation, technology and expansion, while contributing to the development and integration of the region. I want to express my deep gratitude to all Prolec GE employees, whose talent, commitment, and dedication have been essential."

Recent Prolec GE capacity expansion and innovation investments exceed $300 million in the U.S. and Mexico, including a recently announced $140 million investment and the creation of 330 new jobs over the next three years in Goldsboro, NC.

Under the purchase agreement, GE Vernova will pay $5.275 billion at closing, expected to be funded equally between cash and debt. The acquisition is expected to close by mid-2026, subject to the completion of customary regulatory approvals.

GE Vernova will discuss the transaction during an extended third quarter earnings conference call tomorrow at 7:30 AM Eastern Time. Materials related to the transaction have been posted on GE Vernova's Investor Relations website at www.gevernova.com/investors/events.

* Non-GAAP Financial Measure

Stand-alone Prolec GE Financials^-a)

$B, unless otherwise stated	2025E	2026E	2028E
Revenue	3.0	3.4	4.2
Adjusted EBITDA*	0.8	0.9	1.1
Incremental impact to GE Vernova^-b)	0.5	0.6	0.8
Adjusted EBITDA Margin*	~25%	~26%	~27%
Free cash flow*	0.3	0.3	0.6

Anticipated Deal Funding Structure

$B
	Cash	~2.64
	Debt	~2.64
	Total	5.275

Morgan Stanley & Co. LLC acted as financial advisor to GE Vernova on the transaction and Skadden, Arps, Slate, Meagher & Flom LLP provided legal counsel to GE Vernova. J.P. Morgan Securities LLC advised Xignux and Sidley Austin LLP served as legal counsel to Xignux.

* Non-GAAP Financial Measure

(a – forecasts prepared by GEV from data provided by the joint venture under the joint venture's accounting policies, excluding any expected synergies, integration costs, and purchase price accounting adjustments determined through due diligence

(b - current GEV adjusted EBITDA* includes equity method income from Prolec GE, which equaled $17M in 2022, $93M in 2023, and $105M in 2024

About GE Vernova

GE Vernova Inc. (NYSE:GEV) is a purpose-built global energy company that includes Power, Wind, and Electrification segments and is supported by its accelerator businesses. Building on over 130 years of experience tackling the world's challenges, GE Vernova is uniquely positioned to help lead the energy transition by continuing to electrify the world while simultaneously working to decarbonize it. GE Vernova helps customers power economies and deliver electricity that is vital to health, safety, security, and improved quality of life. GE Vernova is headquartered in Cambridge, Massachusetts, U.S., with approximately 75,000 employees across approximately 100 countries around the world.

Supported by the Company's purpose, The Energy to Change the World, GE Vernova technology helps deliver a more affordable, reliable, sustainable, and secure energy future.

GE Vernova currently employs approximately 18,000 people in the United States of America across all 50 states. With more than 129 years of experience in Mexico, GE Vernova today employs over 1,700 people across five sites, and its equipment provides 38 GW of electricity generating capacity—nearly 42% of the country's total—through advanced technologies including eight HA gas turbines, the Laguna Verde nuclear plant, and one of the world's largest fleets of F-class gas turbines.

About Xignux

Xignux is a leader in the energy and food industries. Based in Monterrey, México, we manage a variety of companies that energize life and society to contribute to a better world, thanks to the hard work and talent of more than 33,000 employees in México, the United States, and Brazil. In the energy industry, Viakable offers electrical conductors, and Prolec GE specializes in energy transformation and delivery. In the food sector, Qualtia provides a wide portfolio of cheeses, cold cuts, meats, and food service, while BYDSA produces savory snacks. Through its Social Responsibility model and the Xignux Foundation, the company also contributes to society's sustainable development with active participation in four priority areas: energy, nutrition, education, and community development. Xignux was founded 69 years ago and the solutions from its companies reach over 35 countries. Learn more about Xignux at www.xignux.com or follow us on LinkedIn Xignux.

Non-GAAP Financial Measures

Prolec GE Adjusted EBITDA* and Adjusted EBITDA margin*

Prolec GE's Adjusted EBITDA* and Adjusted EBITDA margin* are non-GAAP financial measures and are forecasts of the joint venture as a standalone business prepared by GE Vernova based on data provided by the joint venture and prepared under its accounting policies and exclude any expected synergies, integration costs, and purchase price accounting adjustments determined through due diligence. We believe that Prolec GE's Adjusted EBITDA* and Adjusted EBITDA margin*, which are adjusted to exclude the effects of unique and/or non-cash items that are not closely associated with ongoing operations, provide management and investors with meaningful measures of performance that increase the period-to-period comparability by highlighting the results from ongoing operations and the underlying profitability factors. We believe Prolec GE's Adjusted EBITDA* and Adjusted EBITDA margin* provide additional insight into how the business is expected to perform, on a normalized basis. However, Prolec GE's Adjusted EBITDA* and Adjusted EBITDA margin* should not be construed as inferring that Prolec GE's future results will be unaffected by the items for which the measures adjust. We cannot provide a reconciliation of the differences between Prolec GE's expected Adjusted EBITDA* and Adjusted EBITDA margin* and the corresponding GAAP financial measures without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence and financial impact of certain items, including the applicable tax rate, foreign exchange rates, the impacts of depreciation and amortization, and changes to conform accounting to U.S. GAAP.

Prolec GE free cash flow*

Prolec GE's free cash flow* is a non-GAAP financial measure and is a forecast of the joint venture as a standalone business prepared by GE Vernova based on data provided by the joint venture and prepared under its accounting policies and exclude any expected synergies, integration costs, and purchase price accounting adjustments determined through due diligence. We cannot provide a reconciliation of the differences between Prolec GE's free cash flow* and the corresponding GAAP financial measure without unreasonable effort, including due to the uncertainty of timing for capital expenditures and changes to conform accounting to U.S. GAAP.

GE Vernova Forward-Looking Disclaimer

This press release contains forward-looking statements – that is, statements related to future events that by their nature address matters that are, to different degrees, uncertain. These forward-looking statements often address GE Vernova's expected future business and financial performance and financial condition, our agreement to acquire Xignux's 50% GE Prolec JV interest, the expected financing for that acquisition, expected synergies, our capital allocation strategy, the expected performance of GE Vernova's products and those it expects to acquire, the impact of its services and the results they may generate or produce, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "estimate," "forecast," "target," "preliminary," or "range." Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about planned and potential transactions, investments or projects and their expected results and the impacts of macroeconomic and market conditions and volatility on the Company's business operations, financial results and financial position and on the global supply chain and world economy.

View source version on businesswire.com: https://www.businesswire.com/news/home/20251021305840/en/

Investor Relations Contact:

Michael Lapides

+1.617.674.7568

m.lapides@gevernova.com

Media Contact:

Adam Tucker

GE Vernova | Director of Financial Communications

+1.518.227.2463

adam.tucker@gevernova.com

Media Contact:

Julio Salinas Lombard

Xignux | Media Relations Manager

julio.salinas@xignux.com

GE Vernova to Fully Acquire Prolec GE Joint Venture