CA Market News
1月前
SunOpta Completes Arrangement With RefrescoMay 1, 2026 3:11 PM
Business Wire
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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260430306448/en/
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
Original: SunOpta Completes Arrangement With Refresco
CA Market News
2月前
SunOpta Announces Receipt of Final Court Approval and Competition Act Clearance Related to Proposed Acquisition by RefrescoApril 22, 2026 4:43 PM
Business Wire
SunOpta Inc. (“SunOpta” or the “Company”) (Nasdaq: STKL) (TSX: SOY), a North American supply chain solutions provider, is pleased to announce that it has obtained final approval from the Ontario Superior Court of Justice (Commercial List) of the proposed acquisition of the Company by an affiliate of Refresco Holding B.V. (“Refresco”) for US$6.50 per share in cash (the “Arrangement”).
In addition, on April 20, 2026, SunOpta received a no-action letter from the Commissioner under the Competition Act (Canada), which satisfies the condition to the closing of the Arrangement that Canadian competition clearance be obtained.
The closing of the Arrangement is subject to remaining regulatory clearance or approval and the satisfaction or waiver of customary closing conditions.
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; 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 (a) the risk that the parties fail to receive required approvals or clearances under remaining applicable antitrust laws, (b) the risk that any other condition to closing may not be satisfied, (c) the risk that the closing of the Arrangement might be delayed or not occur at all, (d) the risk that all or part of Refresco’s financing may not become available, or (e) the possibility that the Arrangement may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (2) the risk of any event, change or other circumstance that could give rise to the termination of that certain Arrangement Agreement dated as of February 6, 2026, among SunOpta, Pegasus BidCo B.V., a private company with limited liability incorporated under the laws of the Netherlands and 2786694 Alberta Ltd., a corporation formed under the laws of the Province of Alberta (the “Arrangement Agreement”) and the effects that any termination of the Arrangement Agreement may have on SunOpta and its business, including the risk that the price of the Company’s common shares may decline significantly if the Arrangement is not completed, or the risk that either Refresco or SunOpta may terminate the Arrangement Agreement and SunOpta may be required to pay a termination fee in accordance with the Arrangement Agreement to Refresco; (3) the effects that the announcement or pendency of 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; (4) the effect of limitations that the Arrangement Agreement places on SunOpta’s ability to operate its business, return capital to shareholders or engage in alternative transactions; (5) the risk of any litigation relating to the Arrangement; (6) the risk of changes in governmental regulations or enforcement practices; and (7) 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260422077462/en/
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
Original: SunOpta Announces Receipt of Final Court Approval and Competition Act Clearance Related to Proposed Acquisition by Refresco
CA Market News
2月前
SunOpta Announces Early Termination of Hart-Scott-Rodino Act Waiting Period Related to Proposed Acquisition by RefrescoApril 10, 2026 8:00 AM
Business Wire
SunOpta Inc. (“SunOpta” or the “Company”) (Nasdaq: STKL) (TSX: SOY), a North American supply chain solutions provider, today announced the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) in connection with the proposed acquisition of the Company by an affiliate of Refresco Holding B.V. (“Refresco”) for US$6.50 per share in cash (the “Arrangement”).
The early termination of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Arrangement. The closing of the Arrangement is subject to remaining regulatory clearance or approval, approval by SunOpta’s shareholders and the Ontario Superior Court of Justice, and the satisfaction or waiver of other customary closing conditions.
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 and the Shareholder Meeting, 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, including the anticipated date for the holding of the Shareholder Meeting; the timing and effects of the Arrangement; the solicitation of proxies by the Company and Sodali & Co, the Company’s shareholder communications advisor and proxy solicitation agent; 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,” “anticipate,” “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 (a) the risks that approval of the Arrangement by the Company’s shareholders may not be obtained on the expected timeline, or at all, (b) the risks that the parties fail to receive required approvals or clearances under other applicable antitrust laws, (c) the risk that any other condition to closing may not be satisfied, (d) the risk that the closing of the Arrangement might be delayed or not occur at all, (e) the possibility that SunOpta fails to obtain the final order in respect of the Arrangement from the court on the expected timeline, or at all, (f) the risk that all or part of Refresco’s financing may not become available, or (g) the possibility that the Arrangement may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (2) the risk that the anticipated timing of the holding of the Shareholder Meeting may not be possible or achieved; (3) the risk of any event, change or other circumstance that could give rise to the termination of that certain Arrangement Agreement dated as of February 6, 2026, among SunOpta, Pegasus BidCo B.V., a private company with limited liability incorporated under the laws of the Netherlands and 2786694 Alberta Ltd., a corporation formed under the laws of the Province of Alberta (the “Arrangement Agreement”) and the effects that any termination of the Arrangement Agreement may have on SunOpta and its business, including the risk that the price of the Company’s common shares may decline significantly if the Arrangement is not completed, or the risk that either Refresco or SunOpta may terminate the Arrangement Agreement and SunOpta may be required to pay a termination fee in accordance with the Arrangement Agreement to Refresco; (4) the effects that the announcement or pendency of 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; (5) the effect of limitations that the Arrangement Agreement places on SunOpta’s ability to operate its business, return capital to shareholders or engage in alternative transactions; (6) the risk of any litigation relating to the Arrangement; (7) the risk of changes in governmental regulations or enforcement practices; and (8) 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-Qs, 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.
Additional Information and Where to Find It
In connection with the Arrangement, SunOpta filed a notice of the Shareholder Meeting and the management information circular and proxy statement (the “Circular and Proxy Statement”) on March 18, 2026, with the Securities and Exchange Commission on EDGAR at www.sec.gov, and with Canadian securities regulatory authorities under its profile on SEDAR+ at www.sedarplus.ca. Additionally, SunOpta has and will continue to file other relevant materials in connection with the Arrangement with applicable securities regulatory authorities. This press release is not a substitute for the Circular and Proxy Statement or for any other document that SunOpta may file with the Securities and Exchange Commission or Canadian securities regulatory authorities or send to SunOpta’s shareholders in connection with the Arrangement. INVESTORS AND SECURITY HOLDERS OF SUNOPTA ARE URGED TO CAREFULLY AND THOROUGHLY READ THE CIRCULAR AND PROXY STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY SUNOPTA WITH THE SECURITIES AND EXCHANGE COMMISSION OR CANADIAN SECURITIES REGULATORY AUTHORITIES, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT SUNOPTA, THE ARRANGEMENT, THE RISKS RELATED THERETO AND RELATED MATTERS.
Shareholders of SunOpta may obtain free copies of the Circular and Proxy Statement, as may be amended from time to time, and other relevant documents filed by SunOpta with the Securities and Exchange Commission and Canadian securities regulatory authorities through the website maintained by the Securities and Exchange Commission at www.sec.gov or under its profile on SEDAR+ at www.sedarplus.ca, as applicable. Copies of documents filed with the Securities and Exchange Commission by SunOpta are also available free of charge from SunOpta’s website at www.sunopta.com.
Participants in the Solicitation
SunOpta and its directors and executive officers may be deemed to be participants in the solicitation of proxies from SunOpta shareholders in connection with the Arrangement. Information regarding SunOpta’s directors and executive officers is available in the Circular and Proxy Statement under “The Arrangement – Interests of SunOpta’s Directors and Officers in the Arrangement.” To the extent holdings of SunOpta’s securities by its directors or executive officers change since the filing of the Circular and Proxy Statement, such changes will be reflected on Forms 4 filed with the Securities and Exchange Commission. Copies of the documents filed with the Securities and Exchange Commission by SunOpta are, or will be as applicable, available free of charge through the website maintained by the Securities and Exchange Commission at www.sec.gov and at SunOpta’s website at www.sunopta.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260410572261/en/
Investor Relations:
Reed Anderson
ICR
646-277-1260
reed.anderson@icrinc.com
Media Relations:
Claudine Galloway
SunOpta
952-295-9579
press.inquiries@sunopta.com
Original: SunOpta Announces Early Termination of Hart-Scott-Rodino Act Waiting Period Related to Proposed Acquisition by Refresco
Renee
14年前
SOYO Group: SEC ADMINISTRATIVE PROCEEDING
File No. 3-14674
______________________________
In the Matter of :
ORDER OF SUSPENSION PURSUANT
ERIC JON STRASSER, : TO RULE 102(e)(2) OF THE
COMMISSION’S RULES OF PRACTICE
Respondent. :
I.
The Securities and Exchange Commission (“Commission”) deems it appropriate to issue an order of forthwith suspension of Eric Jon Strasser (“Strasser”) pursuant to Rule 102(e)(2) of the Commission’s Rules of Practice [17 C.F.R. §200.102(e)(2)].1
The Commission finds that:
1. Strasser, age 47, is a resident of Las Vegas, Nevada. Between approximately 2005 and 2009, Strasser was a consultant to Soyo Group, Inc. (“Soyo”) who acted as its de facto controller in that he prepared Soyo’s periodic filings with the Commission and was a liaison between Soyo and its auditor. In the mid-1980s, Strasser worked as an auditor and passed the examination to become a certified public accountant, but he never obtained a license.
2. On April 22, 2011, an amended judgment of conviction was entered against Strasser in United States v. Strasser, No. 2:10-cr-00266-LDG-LRL-1, in the United States District Court for the District of Nevada, finding him guilty of one count of misprision of a felony under 18 U.S.C. §4.
3. As a result of this conviction, Strasser was sentenced to 5 years of probation and ordered to pay restitution in the amount of $190,000.
III.
In view of the foregoing, the Commission finds that Strasser has been convicted of a felony within the meaning of Rule 102(e)(2) of the Commission’s Rules of Practice.
Accordingly, it is ORDERED, that Eric Jon Strasser is forthwith suspended from appearing or practicing before the Commission pursuant to Rule 102(e)(2) of the Commission’s Rules of Practice.
By the Commission.
Elizabeth M. Murphy
http://www.sec.gov/litigation/admin/2011/34-66024.pdf
Bruce A Thompson
17年前
Item 1.03 - Bankruptcy or Receivership.
Item 2.04 - Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under and Off-Balance Sheet Arrangement.
Item 4.01 - Changes in Registrant's Certifying Accountant.
Item 4.02 - Non-reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 30, 2009, Vasquez & Company LLP ("Vasquez") resigned as the Company's auditors. Vasquez did not issue an audit report for the year ended 2008. During the audit for the year ended 2008, Vasquez had a disagreement or difference of opinion with employees and senior management of the Company because they significantly expanded the scope of their audit for further investigation going as far back as the year ended 2007 and interim quarterly periods ended in 2007.
In addition, Vasquez advised the Company that "our audit report for the year ended 2007 and our pre-issuance review procedures for the interim quarterly periods ended in 2007 and interim quarterly periods ended in 2008 should no longer be relied upon."
On May 5, 2008, the Company discontinued all operations and filed for Chapter 7 bankruptcy protection. The petition was filed in the United States Bankruptcy Court, Central District of California, Riverside Division, Case number 09-19355-RN. A Chapter 7 trustee has been appointed by the Bankruptcy Court to administer the Company's assets and liabilities.
The Company has defaulted on all loans owed to creditors, including loans in the approximate outstanding balances of $24,000,000 and $1,500,000 owed to United Commercial Bank, the Company's primary creditor. The Company has not paid interest or principal on the loans since March of 2009. Pursuant to the Company's stipulation to the application of UCB in the Superior Court, San Bernardino County, Case number KC055623, Kenneth Krasne has been appointed as receiver for those assets of the Company that constitute collateral for its loan from UCB, which collateral includes almost all of the Company's accounts receivables and inventory, and equipment.
On May 10, 2009, the Company accepted the resignation of Nancy Chu as the Company's Chief Financial Officer and a member of the Board of Directors.
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.
SOYO GROUP, INC.
http://ih.advfn.com/p.php?pid=nmona&cb=1244289587&article=37780210&symbol=NO^SOYO