Consent Granted to Acquire up to 19.99%
SunOpta Inc. ("SunOpta") (Nasdaq:STKL) (TSX:SOY), a leading global
company focused on organic, non-genetically modified and specialty
foods, today announced that the Company has agreed to waive a standstill
provision to permit Oaktree Capital Management, L.P. ("Oaktree") to
acquire additional common shares of SunOpta on or before May 6, 2020.
The maximum number that Oaktree may acquire is the lesser of 5,125,036
common shares or the number that would ensure that Oaktree's beneficial
ownership does not exceed 19.99% of the common shares currently
outstanding on a partially-diluted basis at the time of such purchase,
assuming the exchange of all shares of preferred stock ("Preferred
Stock") held by Oaktree into common shares of the Company.
As previously announced, Oaktree requested that SunOpta waive a
standstill provision that restricts Oaktree from acquiring additional
securities of SunOpta. The Board of Directors established a process to
have the disinterested directors of the Board of Directors consider the
request and negotiate its terms since Oaktree is a related party of
SunOpta and has two nominees on the Board of Directors.
As a condition to SunOpta's consent, Oaktree has agreed to make such
acquisitions only through open market purchases on the NASDAQ and TSX
within the next three years. In addition, Oaktree has agreed to an
amendment to the voting trust agreement entered into in connection with
the issuance of the Preferred Stock, which preserves SunOpta's ability
to pay dividends in-kind on the Preferred Stock without triggering
SunOpta's shareholder rights plan.
Additional information is available in a Second Supplement to SunOpta's
Proxy Statement filed May 8, 2017. The Second Supplement contains
additional information regarding the matters to be considered during
SunOpta's Annual and Special Meeting of Shareholders, which SunOpta has
set for May 24, 2017 at 4:00 P.M. in Mississauga, Ontario, Canada. The
Second Supplement is available and can be viewed on SEDAR and EDGAR.
About SunOpta Inc.
SunOpta Inc. is a leading global company focused on organic,
non-genetically modified ("non-GMO") and specialty foods. SunOpta
specializes in the sourcing, processing and packaging of organic and
non-GMO food products, integrated from seed through packaged products;
with a focus on strategic vertically integrated business models.
SunOpta's organic and non-GMO food operations revolve around value-added
grain, seed, fruit and vegetable based product offerings, supported by a
global sourcing and supply infrastructure.
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SunOpta Inc. Contact:
Scott Van Winkle, 617-956-6736
Source: SunOpta Inc.
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