SunOpta Inc. 8-K

What Happened
SunOpta Inc. announced on February 6, 2026 that it entered into a definitive Arrangement Agreement under which Purchaser (a Pegasus BidCo affiliate) will acquire all issued and outstanding SunOpta common shares for $6.50 in cash per share. The Board, following a Special Committee review and fairness opinions from Scotia Capital and Lazard, unanimously recommended the transaction. The Arrangement is structured as a court‑approved statutory plan of arrangement under Canadian law and is expected to close in the second quarter of 2026, subject to customary shareholder, court and regulatory approvals.

Key Details

• Purchase price: $6.50 in cash per common share (subject to adjustment for interim dividends/distributions).
• Approvals required: at least 66 2/3% of shareholder vote, Ontario Superior Court interim and final orders, HSR and other antitrust clearances, and other customary conditions.
• Support: Oaktree-managed funds (≈19.5% of votes) and the company’s directors/officers entered voting/support agreements to vote in favor. Board unanimously recommended the deal.
• Termination fee: $41,450,000 payable by SunOpta in specified circumstances (e.g., accepting a superior proposal).
• Other corporate effects: upon closing SunOpta would become a wholly owned subsidiary, Common Shares expected to be delisted from NASDAQ and the TSX, and the company expects to cease providing quarterly/annual guidance and to stop earnings calls.
• Severance plan change: the Board approved an amended SunOpta Foods severance plan (effective Feb 5, 2026) that removes a prior payout cap and clarifies lump‑sum post‑change‑of‑control payments; a change in control from the Arrangement is expected to trigger that plan.
• Financing: Parent intends to use committed debt financing and other funds; Parent/Purchaser’s obligations are not subject to a financing condition.

Why It Matters
This is a definitive acquisition that, if completed, will take SunOpta private and deliver $6.50 cash per share to public common shareholders. The Board’s unanimous recommendation, Oaktree’s voting support (≈19.5%), and fairness opinions increase the likelihood the transaction will proceed, but it still requires shareholder approval, court approval and antitrust clearances. Investors should note the delisting/cessation of public reporting if the deal closes, the $41.45M termination fee risk in certain scenarios, and the amended severance plan that may affect executive payouts on a change in control. The company will file a Circular (proxy) and mail it to shareholders (expected March 2026) and hold the shareholder meeting (expected April 2026).