Board Recommends that Voting Shareholders vote FOR the Arrangement
SunOpta Inc. (NASDAQ:STKL) (TSX:SOY) ("SunOpta" or the "Company"), a North American supply chain solutions provider, is pleased to announce that it has filed and is mailing the management information circular and proxy statement (the "Circular and Proxy Statement") and related materials for the special meeting (the "Shareholder Meeting") of the holders (the "Common Shareholders") of common shares (the "Common Shares") and the holders of special shares (the "Special Shares"). The Shareholder Meeting is to be held virtually on April 16, 2026 at 10:00 a.m. (Eastern time). At the Shareholder Meeting, the Common Shareholders and the holders of the Special Shares, voting together as a single class (the "Voting Shareholders"), will be asked to approve the previously announced plan of arrangement under the Canada Business Corporations Act (the "Arrangement") pursuant to which an affiliate of Refresco Holding B.V. ("Refresco"), the leading independent beverage solutions provider for preeminent global and local beverage brands in North America, Europe, and Australia, will acquire all of the issued and outstanding Common Shares for US$6.50 per Common Share in cash (the "Consideration").
Unanimous Board Recommendation and Benefits of the Arrangement to Shareholders
The Arrangement was reviewed and overseen by a special committee of independent directors of the Company (the "Special Committee"). The board of directors of the Company (the "Board"), after consultation with its financial and legal advisors and careful consideration of various factors, and upon the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement is fair to the Voting Shareholders and is in the best interests of the Company, and recommends that the Voting Shareholders vote in favor of the Arrangement at the Shareholder Meeting. The factors considered by the Board and the Special Committee are detailed in the Circular and Proxy Statement and include:
- Compelling Value: In light of the EBITDA multiple represented by the enterprise value of the Company implied by the Consideration payable under the Arrangement and the premium of such Consideration to the trading price of the Common Shares, the Special Committee and the Board believed that it was unlikely that the trading price of the Common Shares would, in the near to medium term, yield greater value to the Common Shareholders compared to the immediate and certain consideration to be received by them if the Arrangement is completed. The Consideration represented an enterprise value of the Company of approximately US$1.1 billion, a 44% premium to the Company's 20-trading-day volume weighted average price as of February 5, 2026, and an acquisition multiple of approximately 12.0x based on the center point of the Company's then-available adjusted EBITDA guidance for the fiscal year ended January 3, 2026 and approximately 10.8x based on the Company's projected adjusted EBITDA for the fiscal year ending January 2, 2027.
- Certainty of Value. The all-cash Consideration provides the Common Shareholders certainty of value and liquidity for their Common Shares, while eliminating the risks of executing on the Company's standalone long term business plans.
- Strategic Alternatives Review and Sale Process: The Board was engaged in an ongoing evaluation of strategic alternatives to maximize shareholder value over the long term, including management's standalone long-term business plans, and the Company's management team had been engaging third parties in connection with potential transformational acquisitions for almost a year and other strategic alternatives for more than a quarter prior to the announcement of the Arrangement. After Refresco presented its initial indication of interest to the Company, the Board retained Lazard Frères & Co. LLC to engage with Refresco to seek to maximize the price offered by Refresco and to identify and engage with other potential parties that could maximize the price Common Shareholders might receive as consideration in any such strategic alternative (as further described in the Circular and Proxy Statement). The Special Committee and the Board believed that, taking into account the perspectives provided by the Company's financial advisor and the Company's senior management, it was highly uncertain that another party would be able to execute a transaction at a value in excess of the value offered by Refresco and that the Consideration was the best value reasonably available to the Common Shareholders.
Additional information related to the benefits and related risks of the Arrangement is contained in the Circular and Proxy Statement.
Interim Order
The Company is pleased to also announce that on March 16, 2026, the interim order (the "Interim Order") was granted by the Ontario Superior Court of Justice (Commercial List) (the "Court") authorizing matters relating to the Arrangement, including the holding of the Shareholder Meeting and the mailing of the Circular and Proxy Statement. The Shareholder Meeting is to be held in accordance with the terms of the Interim Order.