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M&A / Property

SunOpta Files Circular and Proxy Statement for Special Meeting of Voting Shareholders and Announces Receipt of Interim Order

By The Northwire Desk — AI Analysis Mar 18, 2026 · 08:00 SOY · 8.87 SUNOPTA, INC.
SOY · Price

Executive Summary

  • SunOpta’s Board unanimously recommends that voting shareholders approve a cash acquisition arrangement with Refresco Holding B.V., valuing the company at ~US$1.1 billion (≈12× FY2025 adjusted EBITDA).
  • The transaction offers US$6.50 per common share in cash, representing a 44% premium to the 20‑day VWAP as of Feb 5 2026.
  • A virtual shareholder meeting is scheduled for April 16 2026; an interim court order authorizing the meeting and proxy mailing was issued on March 16 2026.

Key Details

  • Consideration: US$6.50 per SunOpta common share, all‑cash.
  • Enterprise Value: Approximately US$1.1 billion.
  • Premium: 44% over the 20‑day volume‑weighted average price (VWAP) as of Feb 5 2026.
  • EBITDA Multiple: ~12.0× based on FY2025 adjusted EBITDA guidance; ~10.8× based on projected FY2026 adjusted EBITDA.
  • Acquirer: Refresco Holding B.V., a leading independent beverage solutions provider.
  • Board Recommendation: Unanimous recommendation that the arrangement is fair and in the best interests of SunOpta and its shareholders.
  • Special Committee: Independent directors reviewed and oversaw the arrangement; unanimously found it fair.
  • Shareholder Meeting: Virtual only, April 16 2026 at 10:00 a.m. ET (live webcast). Record date for voting entitlement is March 10 2026.
  • Proxy Deadline: Proxies must be received by April 14 2026, 10:00 a.m. ET.
  • Interim Order: Granted by the Ontario Superior Court of Justice on March 16 2026, authorizing the meeting and proxy mailing.
  • Advisors: Lazard Frères & Co. LLC (financial advisor) retained to maximize consideration; legal counsel not named in release.
  • Depositary for Shares: TSX Trust Company acting as depositary under the arrangement.
  • Contact for Proxy Assistance: Sodali & Co. (1‑833‑830‑8285 / 1‑289‑695‑3075).

Notable Quotes

“The Board has 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.” – SunOpta Board of Directors

All forward‑looking statements are subject to risks and uncertainties detailed in the release.

Read the original news release →

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