The $6.50 per share cash consideration implied an enterprise value for SunOpta of approximately $1.1 billion, representing a 44 percent premium to the company's 20-trading-day volume-weighted average price as of February 5, 2026. The SunOpta board and Special Committee calculated this as an acquisition multiple of approximately 12.0 times the midpoint of SunOpta's then-available adjusted EBITDA guidance for fiscal year ended January 3, 2026, and approximately 10.8 times SunOpta's projected adjusted EBITDA for the fiscal year ending January 2, 2027. SunOpta's financial advisor, Lazard, separately calculated a discounted cash flow analysis (9.00%-10.00% discount rate, 2.25%-2.75% perpetuity growth) implying an equity value range of $5.45 to $7.30 per share; a trading comparables analysis (applying 7.5x-9.5x EV/2026E adjusted EBITDA to peers including Post Holdings, Lamb Weston, BellRing Brands, Flowers Foods, Utz Brands, Simply Good Foods, TreeHouse Foods and Westrock Coffee) implying $3.80 to $5.45 per share; a precedent transactions analysis of eleven food-and-beverage deals since March 2021 (EV/LTM EBITDA multiples ranging 8.0x to 13.6x, mean 10.9x) implying $4.35 to $6.60 per share; and a premia-paid analysis implying $5.55 to $6.40 per share. SunOpta's 52-week trading range prior to signing was $3.35 to $7.64 per share.
Under the plan of arrangement, each SunOpta common share was transferred to the purchaser for the $6.50 cash consideration, less withholdings. Each outstanding share of Series B-1 Preferred Stock of subsidiary SunOpta Foods, Inc. (held by Oaktree Investors) was exchanged into common shares at a rate of 405.9555467 common shares per preferred share and then converted into the same cash consideration, while special shares were cancelled without payment. Outstanding stock options, RSUs and PSUs were cashed out based on the $6.50 consideration less applicable exercise prices. Refresco financed the acquisition with a senior secured incremental term loan facility of up to $1,250.0 million committed by Morgan Stanley Senior Funding, Inc., KKR Capital Markets LLC and KKR Corporate Lending LLC under a debt commitment letter dated February 6, 2026; the transaction was not subject to a financing condition. At closing, SunOpta repaid in full and terminated its existing credit agreement with Bank of America, N.A. as administrative agent, with Refresco arranging a backstop letter of credit through JPMorgan Chase Bank, N.A. for outstanding letters of credit. No synergy figures were disclosed in the reviewed filings.
Refresco CEO Steve Presley said 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," adding that the deal "significantly broadens our position in the fast-growing plant-based beverages category" and "enhances our existing North American presence and capabilities, supporting a more balanced geographic footprint between North America and the rest of the world." SunOpta CEO Brian Kocher said the transaction "validates our vision of transforming SunOpta into a premier solutions partner in the high-growth better-for-you food and beverage space" and would provide "the resources and scale to unlock SunOpta's full potential."
The proxy statement's background section describes an extended strategic review beginning in February 2025, during which SunOpta's board directed management to pursue transformational acquisitions and later a potential sale. Refresco (referred to as "Parent" in the filing) submitted three successive non-binding indications of interest beginning at $5.00-$5.25 per share in November 2025, raised to $5.25-$6.00, then to $5.75-$6.50 per share by early December 2025, before the board authorized management to proceed toward signing at the top of that range. Three other parties also engaged in diligence and submitted indications of interest during the process: a private equity sponsor referred to as "Party D" bid $5.60 per share, then $6.00 per share; a private equity sponsor referred to as "Party C" bid $5.50-$6.00 per share; and private equity sponsors referred to as "Party A" and "Party B" explored but ultimately did not submit competing offers (Party A preferred a more complex roll-up structure; Party B wanted SunOpta to acquire one of its portfolio companies first). The board determined Refresco had the greatest willingness and ability to pay, the least closing risk, and the most advanced diligence progress, and that it was unlikely another party could exceed Refresco's offer. The deal includes a $41,450,000 termination fee payable by SunOpta to Refresco in specified circumstances, including a change of board recommendation or acceptance of a superior proposal.
Shareholders approved the arrangement resolution at a special meeting held April 16, 2026, with 95,088,870 votes for versus 1,728,826 against (out of 118,372,041 common shares and 2,932,453 special shares outstanding as of the March 10, 2026 record date). SunOpta obtained a final order from the Ontario Superior Court of Justice (Commercial List) on April 22, 2026, and the arrangement closed on May 1, 2026. As contemplated by the agreement, directors Dr. Albert Bolles, Rebecca Fisher, Dean Hollis, David J. Lemmon, Diego Reynoso, Leslie Starr and Mahes S. Wickramasinghe resigned from SunOpta's board effective at closing, while Steven Wood Presley, William Lewis McFarland II, Alan Humes and Stephane Bellemare were appointed as directors; Brian Kocher continued as a director.
On the advisory side, Lazard served as financial advisor to SunOpta and delivered a fairness opinion to the SunOpta board (aggregate transaction fee of approximately $17 million, of which $1.0 million was payable upon delivery of the fairness opinion). Scotia Capital Inc. (Scotiabank) served as independent financial advisor to SunOpta's Special Committee on a fixed fee basis (C$1.0 million) and delivered a fairness opinion to the Special Committee. Faegre Drinker Biddle & Reath LLP and Davies Ward Phillips & Vineberg LLP served as SunOpta's legal counsel, and Wildeboer Dellelce LLP served as legal counsel to SunOpta's Special Committee. Morgan Stanley & Co. LLC served as exclusive financial advisor to Refresco. Simpson Thacher & Bartlett LLP and Bennett Jones LLP served as legal advisors to Refresco. Sodali & Co served as proxy solicitor for SunOpta in connection with the special meeting.