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 transaction is expected to close in the second quarter of 2026.
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 and Jonathan L.H. Nygren of Faegre Drinker Biddle & Reath LLP acted as legal advisor to SunOpta Inc. Patricia Olasker and Kevin Greenspoon of Davies Ward Phillips & Vineberg LLP acted as legal advisor 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 Mercury, Jon Truswell and John Lawless of Bennett Jones LLP acted as legal advisor to Refresco B.V. Equiniti Trust Company, LLC acted as transfer agent of SunOpta Inc. Sodali & Co. acted as information agent 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.
BlackRock, Inc., formerly BlackRock Funding, Inc., is an investment management company. It provides a range of investment management and technology services to institutional and retail clients. Its diverse platform of alpha-seeking active, index and cash management investment strategies across asset classes enables the Company to tailor investment outcomes and asset allocation solutions for clients. Its product offerings include single- and multi-asset portfolios investing in equities, fixed income, alternatives, and money market instruments. Its products are offered directly and through intermediaries in a range of vehicles, including open-end and closed-end mutual funds, iShares and exchange-traded funds, separate accounts, collective investment funds and other pooled investment vehicles. It also offers technology services, including the investment and risk management technology platform, Aladdin, Aladdin Wealth, eFront, and Cachematrix, as well as advisory services and solutions.
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