Announcement • May 02
Refresco B.V. completed the acquisition of SunOpta Inc. (NasdaqGS:STKL) from a group of shareholders.
Refresco B.V. entered into a definitive agreement to acquire SunOpta Inc. (NasdaqGS:STKL) from a group of shareholders for approximately $790 million on February 6, 2026. Under the terms of the acquisition, Refresco will pay $6.5 in cash per share. The Consideration is subject to adjustment for any cash dividends or distributions declared or paid by SunOpta Inc. The transaction will be financed through using the proceeds of committed debt financing from Morgan Stanley Senior Funding, Inc. and KKR Capital Markets LLC. In case of termination of transaction, SunOpta Inc will pay a termination fee of $41.45 million to Refresco. Upon completion of the transaction, SunOpta will become a wholly owned subsidiary of Refresco and the shares of SunOpta will be delisted from the NASDAQ and the Toronto Stock Exchange.
The transaction is subject to approval by the shareholders of SunOpta Inc, receipt of interim and final orders in respect of the Arrangement from the Ontario Superior Court of Justice, the expiration or termination of any waiting period, or the receipt of any required approvals or clearances, as applicable, under the Hart-Scott-Rodino Antitrust Improvements, regulatory approvals and exercise of appraisal or dissenter’s rights. The Board of Directors of SunOpta Inc. formed a special committee for the transaction. The deal has been unanimously approved by the board of directors of SunOpta Inc. The shareholder meeting of SunOpta will be held to approve the transaction on April 16, 2026. The transaction is expected to close in the second quarter of 2026. On April 1, 2026, independent proxy advisory firms Institutional Shareholder Services Inc. and Glass, Lewis & Co. have both recommended that SunOpta's shareholders vote "FOR" the proposed acquisition. As of April 10, 2026, early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 incurred. As of April 16, 2026, SunOpta shareholders approved the transaction. The closing of the Arrangement is subject to remaining regulatory clearance or approval, approval by the Ontario Superior Court of Justice, and the satisfaction or waiver of other customary closing conditions. The hearing for the final order to approve the Arrangement before the Ontario Superior Court of Justice is scheduled to be held on April 22, 2026 at 9:30 a.m. (Eastern Time). As of April 22, 2026, the transaction has been approved by the Ontario Superior Court of Justice.
Scotia Capital Inc. acted as fairness opinion provider and financial advisor to the Special Committee of SunOpta Inc. Lazard Freres & Co. LLC acted as fairness opinion provider and financial advisor to the board of directors of SunOpta Inc. Michael A. Stanchfield, Jonathan L.H. Nygren, Richard H. Bennett, Christine G. Long, Sean M. FitzGerald, Matthew R. Levy, Page D. Fleeger, Mark P. Rosenfeld, Daniel G. Prokott, Joanne C. Lewers, Jonathan H. Todt and Thomas M. Duncan of Faegre Drinker Biddle & Reath LLP acted as legal advisor sto SunOpta Inc. Patricia L. Olasker, Kevin Greenspoon, Andrew Mihalik, Jim Dinning, Andrew Ellis and Ryan Wolfe of Davies Ward Phillips & Vineberg LLP acted as legal advisors to SunOpta Inc. Wildeboer Dellelce LLP acted as legal advisor to Special Committee of SunOpta Inc. Morgan Stanley & Co. LLC acted as exclusive financial advisor to Refresco B.V. The team of Simpson Thacher & Bartlett LLP led by Breen Haire, Shamus Crosby, David Bumgardner, Catherine Burns, Patrick R. Wolff, Peter Guryan, Richard Jamgochian, Kelly Karapetyan, Toby Chun, Caroline Geiger, Krista McManus, Nancy Mehlman, David Rubinsky, Vanessa Burrows and Matt Feehily acted as legal advisor to Refresco B.V. John M. Mercury, Jon Truswell, John Lawless, Darcy D. Moch, Marshall R. Haughey, Adam Kalbfleisch, Allyson Marta, Katelyn Weller, Julia E. Schatz, Sarah E. Gilbert, Matthew Flynn, Natalia E. Iamundo and Jessica B. Horwitz of Bennett Jones LLP acted as legal advisors to Refresco B.V. Equiniti Trust Company, LLC acted as transfer agent of SunOpta Inc. Sodali & Co. acted as information agent and TSX Trust Company acted as depositary bank for SunOpta Inc. Sodali & Co. is expected to receive a fee of CAD 160,000 ($117,330.4). Meanwhile, SunOpta agreed to pay Lazard an aggregate estimated transaction fee of approximately $17 million, of which $1 million became payable upon delivery of the fairness opinion. Scotia Capital would receive a fixed fee of CAD 1 million ($733,315) upon delivery of the fairness opinion.
Refresco B.V. completed the acquisition of SunOpta Inc. (NasdaqGS:STKL) from a group of shareholders on May 1, 2026. On completion, SunOpta’s shares will be delisted from the Toronto Stock Exchange (“TSX”) and the Nasdaq Stock Market LLC (“Nasdaq”). SunOpta will also apply to cease to be a reporting issuer under applicable Canadian securities laws and will deregister its securities under U.S. securities laws as soon as practicable.