Refresco affiliate acquires SunOpta (NASDAQ: STKL) in US$6.50-per-share deal
Rhea-AI Filing Summary
SunOpta Inc. has completed its court-approved plan of arrangement under the Canada Business Corporations Act, through which an affiliate of Refresco Holding B.V. acquired all outstanding SunOpta common shares for US$6.50 in cash per share.
Each SunOpta Foods Series B-1 preferred share was exchanged into common shares at a rate of 405.9555467 and those common shares were also acquired for US$6.50 per share, while SunOpta special shares were cancelled without payment. In connection with closing, SunOpta fully repaid and terminated its Credit Agreement dated December 8, 2023, with no material early termination penalties beyond contractual prepayment and exit fees.
SunOpta has requested delisting of its shares from Nasdaq and the Toronto Stock Exchange and plans to deregister its securities and suspend reporting obligations in the United States. A change in control occurred, and SunOpta is now a wholly owned subsidiary of the Refresco affiliate, with its board reconstituted in line with the arrangement terms.
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Insights
SunOpta is taken private in an all-cash sale at US$6.50 per share.
The transaction transfers SunOpta to an affiliate of Refresco Holding B.V. via a statutory plan of arrangement. Public shareholders receive US$6.50 per common share in cash, while Series B-1 preferred stock is converted into common shares at 405.9555467 before being cashed out.
Concurrent with closing, SunOpta fully repaid and terminated its December 2023 Credit Agreement, with only agreed prepayment and exit fees. The company has initiated delisting from Nasdaq and TSX and intends to deregister under U.S. and Canadian securities laws, reflecting its new status as a wholly owned private subsidiary.
Board composition changed as prior directors resigned and new directors designated by the buyer were appointed, with the CEO remaining on the board. Future details on integration and strategy would be expected from the new private owners rather than through public filings.
8-K Event Classification
Key Figures
Key Terms
plan of arrangement regulatory
Canada Business Corporations Act regulatory
Credit Agreement financial
Form 25 regulatory
Form 15 regulatory
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Common Shares | SOY | The Toronto Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
As previously disclosed, SunOpta Inc., a corporation formed under the laws of Canada (the “Company”), entered into an Arrangement Agreement, dated February 6, 2026, with Pegasus BidCo B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Parent”), and 2786694 Alberta Ltd. (“Purchaser”), a corporation formed under the laws of the Province of Alberta and a wholly-owned subsidiary of Parent (the “Arrangement Agreement”).
The Arrangement
On May 1, 2026, pursuant to the Arrangement Agreement and the plan of arrangement (the “Plan of Arrangement”), on the terms and subject to the conditions set forth therein, Purchaser acquired all of the issued and outstanding common shares in the capital of the Company (the “Common Shares”) by way of a court-approved statutory arrangement under section 192 of the Canada Business Corporations Act (the “Arrangement”).
Effect on Shares and Consideration
On May 1, 2026, beginning at the effective time of the Arrangement (the “Effective Time”) and at the times contemplated by the Plan of Arrangement: (1) each issued and outstanding Common Share was transferred to Purchaser for consideration of $6.50 in cash (the “Consideration”), less any applicable withholdings; (2) each issued and outstanding share of Series B-1 Preferred Stock in the capital of SunOpta Foods, Inc. (the “Series B-1 Preferred Stock”), a wholly-owned subsidiary of the Company, was transferred to the Company in exchange for the number of Common Shares calculated by multiplying the number of shares of Series B-1 Preferred Stock by 405.9555467 (being the exchange rate of the Series B-1 Preferred Stock contemplated by their terms), and the resulting Common Shares were transferred to Purchaser for the Consideration in respect of each such Common Share, less any applicable withholdings; and (3) each issued and outstanding special share in the capital of the Company was cancelled without any payment in respect thereof.
In addition:
| • | each stock option, whether vested or unvested, outstanding immediately prior to the Effective Time was deemed to be unconditionally vested and exercisable, and each such stock option shall be surrendered by the holder thereof to the Company in exchange for, subject to any withholding, a cash payment equal to the amount (if any) by which the Consideration in respect of a Common Share underlying such stock option exceeds the exercise price of such stock option, multiplied by the number of Common Shares subject to such stock option; |
| • | each restricted stock unit (“RSU”), whether vested or unvested, outstanding as of immediately prior to the Effective Time shall be surrendered by the holder thereof to the Company in exchange for, subject to any withholding, a cash payment from the Company equal to the Consideration in respect of each Common Share underlying such RSU; and |
| • | each performance stock unit (“PSU”) outstanding immediately prior to the Effective Time shall be surrendered by the holder thereof to the Company in exchange for, in the case of each PSU deemed to be vested pursuant to the Arrangement Agreement, subject to any withholding, a cash payment from the Company equal to the Consideration in respect of each Common Share underlying such vested PSU. |
The foregoing description of the Arrangement Agreement, the Plan of Arrangement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Arrangement Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 6, 2026 and is incorporated herein by reference.
| Item 1.02 | Termination of a Material Definitive Agreement. |
On May 1, 2026, in connection with the consummation of the Arrangement described above in the Introductory Note, the Company repaid in full all of its loans and terminated and satisfied in full all outstanding commitments of lenders to lend under that certain Credit Agreement (the “Credit Agreement”) dated as of December 8, 2023 among the Company, as borrower, Bank of America, N.A., as administrative agent, the lenders from time to time party thereto, and the guarantors from time to time party thereto, and irrevocably and unconditionally terminated the Credit Agreement. With regard to outstanding letters of credit issued under the Credit Agreement, Parent caused JPMorgan Chase Bank, N.A. to issue a backstop irrevocable letter of credit to Bank of America, N.A. pursuant to its existing credit facility.
The Company maintains a variety of relationships with several of the lenders that were parties to the Credit Agreement, including comprehensive banking services, foreign currency borrowing arrangements, letter of credit and foreign exchange needs. There were no material early termination penalties, other than the prepayment fees and the exit fees required by the Credit Agreement.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On May 1, 2026, the Company notified the Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Arrangement on May 1, 2026 and requested that Nasdaq halt trading of the Common Shares effective as of 5:00 p.m., Eastern Time, on May 1, 2026.
On May 1, 2026, the Company requested that Nasdaq file with the SEC a Form 25, Notification of Removal from Listing and/or Registration, to delist the Common Shares from Nasdaq and deregister the Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon effectiveness of such Form 25, the Company intends to file a Certification and Notice of Termination of Registration on Form 15 with the SEC requesting the deregistration of the Common Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.01 | Changes in Control of Registrant. |
The information contained in the Introductory Note, Item 3.01 and Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the consummation of the Arrangement, a change in control of the Company occurred and the Company became a wholly-owned subsidiary of Parent.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
As contemplated by the Arrangement Agreement, each of Dr. Albert Bolles, Rebecca Fisher, Dean Hollis, David J. Lemmon, Diego Reynoso, Leslie Starr and Mahes S. Wickramasinghe resigned as a member of the Company’s board of directors, and any committee thereof, effective as of the Effective Time. Steven Wood Presley, William Lewis McFarland II, Alan Humes and Stephane Bellemare were appointed as the directors of the Company, effective as of the Effective Time, each to serve until the earlier of his resignation or removal or his respective successor is duly elected or appointed and qualified. Brian Kocher will continue to serve as a director of the Company, until the earlier of his resignation or removal or his successor is duly elected or appointed and qualified.
Item 7.01 Regulation FD Disclosure.
On May 1, 2026, the Company issued a press release announcing the consummation of the Arrangement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information included in Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits.
| Exhibit Number |
Description | |
| 2.1* | Arrangement Agreement, dated as of February 6, 2026, by and among Pegasus Bidco B.V., 2786694 Alberta Ltd. and SunOpta Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated February 6, 2026) | |
| 99.1 | Press Release, dated May 1, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or similar attachment to Exhibit 2.1. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SUNOPTA INC. | ||
| By | /s/ Greg Gaba | |
| Greg Gaba | ||
| Chief Financial Officer | ||
| Date | May 1, 2026 | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
SUNOPTA COMPLETES ARRANGEMENT WITH REFRESCO
Minneapolis, Minnesota – May 1, 2026 – SunOpta Inc. (“SunOpta” or the “Company”) (Nasdaq: STKL) (TSX: SOY), a North American supply chain solutions provider, is pleased to announce the successful completion of the acquisition of the Company by an affiliate of Refresco Holding B.V. (“Refresco”) for US$6.50 per Common Share in cash (the “Consideration”) pursuant to a previously announced plan of arrangement under section 192 of the Canada Business Corporations Act (the “Arrangement”).
As previously announced, shareholders of SunOpta overwhelmingly approved the Arrangement at a special meeting of shareholders held on April 16, 2026. SunOpta obtained a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement on April 22, 2026.
In connection with the Arrangement, 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.
Full details of the Arrangement and certain other matters are set out in SunOpta’s management information circular and proxy statement available on the Company’s website at www.sunopta.com and under the Company’s profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
Action Required by SunOpta Shareholders
Registered shareholders of SunOpta are reminded to submit a duly completed letter of transmittal, together with the share certificate(s) and/or DRS advice(s) representing their Common Shares, to TSX Trust Company, in order to receive the Consideration. SunOpta shareholders whose Common Shares are registered in the name of an intermediary (such as a broker, investment dealer, bank, trust company, custodian or other nominee) are not required to submit a letter of transmittal.
About SunOpta
SunOpta (Nasdaq: STKL) (TSX: SOY), delivers customized supply chain solutions and innovation for top brands, retailers and foodservice providers across a broad portfolio of beverages, broths and better-for-you snacks. With over 50 years of expertise, SunOpta fuels customers’ growth with high-quality, sustainability-forward solutions distributed through retail, club, foodservice and e-commerce channels across North America. For more information, visit www.sunopta.com or follow us on LinkedIn.
Forward-Looking Statements
Certain statements in this press release concerning the Arrangement, including any statements regarding the reasons for, and the anticipated benefits of, the Arrangement; the timing of various steps to be completed in connection with the Arrangement; the timing and effects of the Arrangement; the delisting and deregistration actions; and any other statements regarding SunOpta’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements based on assumptions
currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “likely,” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, (1) risks related to the consummation of the Arrangement, including the possibility that the Arrangement may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (2) the effects that the Arrangement may have on SunOpta and its business, including the risks that as a result (a) SunOpta’s business, operating results or share price may suffer, (b) SunOpta’s current plans and operations may be disrupted, (c) SunOpta’s ability to retain or recruit key employees may be adversely affected, (d) SunOpta’s business relationships (including, customers and suppliers) may be adversely affected, or (e) SunOpta’s management’s or employees’ attention may be diverted from other important matters; (3) the risk of any litigation relating to the Arrangement; (4) the risk of changes in governmental regulations or enforcement practices; and (5) the fact that operating costs and business disruption may be greater than expected following the public announcement or consummation of the Arrangement.
Additional factors that could cause results to differ materially from those described above can be found in the “Risk Factors” sections of SunOpta’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and other documents filed with the Securities and Exchange Commission and the Canadian Securities Administrators, copies of which can be found under SunOpta’s profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. SunOpta disclaims any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
SunOpta Contacts:
Investor Relations:
Reed Anderson
ICR
646-277-1260
reed.anderson@icrinc.com
Media Relations:
Claudine Galloway
SunOpta
952-295-9579
press.inquiries@sunopta.com
Source: SunOpta Inc.