SunOpta signs deal for acquisition by Refresco

Executive Summary

• Refresco has entered into a definitive agreement to acquire SunOpta Inc. for $6.50 per share in cash.
• The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions including court, regulatory, and shareholder approvals.
• Upon completion, SunOpta will become a wholly owned subsidiary of Refresco, and its shares will cease to be publicly traded.

Key Details

• Transaction Value: $6.50 per share in cash.
• Strategic Rationale: Refresco aims to expand capabilities into adjacent beverage categories, specifically the fast-growing plant-based beverages sector, and broaden its North American presence and geographic footprint.
• Implementation: The transaction will be implemented via a statutory court-approved plan of arrangement under the Canada Business Corporations Act.
• Closing Timeline: Expected to close in Q2 2026.
• Shareholder Meeting: A special meeting of SunOpta shareholders is expected to be held in April 2026 to vote on the transaction.
• Guidance Suspension: SunOpta is suspending quarterly earnings conference calls and will no longer provide quarterly or annual guidance.
• SunOpta Advisers:
  • Financial Adviser: Lazard (provided fairness opinion) and Scotiabank (advising the Special Committee, provided fairness opinion).
  • Legal Counsel: Faegre Drinker Biddle & Reath LLP and Davies Ward Phillips & Vineberg LLP.
  • Special Committee Legal Counsel: Wildeboer Dellelce LLP.
• Refresco Advisers:
  • Exclusive Financial Adviser: Morgan Stanley & Co. LLC.
  • Committed Financing Providers: Morgan Stanley Senior Funding Inc. and KKR Capital Markets LLC.
  • Legal Advisers: Simpson Thacher & Bartlett LLP and Bennett Jones LLP.

Notable Quotes

• Steve Presley, CEO of Refresco: "SunOpta represents an exceptional strategic addition to our portfolio and is consistent with our proven growth strategy to expand our capabilities into adjacent beverage categories... Acquiring SunOpta enables us to further expand our offerings to our existing retailer and branded customers while adding leading out-of-home customers and capabilities to Refresco that are aligned with our long-term value creation strategy."
• Brian Kocher, CEO of SunOpta: "This strategic combination validates our vision of transforming SunOpta into a premier solutions partner in the high-growth better-for-you food and beverage space... This partnership with Refresco provides the resources and scale to unlock SunOpta's full potential."