TORONTO--(BUSINESS WIRE)--
SunOpta Inc. ("SunOpta") (Nasdaq:STKL) (TSX:SOY), a leading global
company focused on organic, non-genetically modified and specialty
foods, announced today that it has amended certain terms of the
shareholder rights plan agreement dated November 10, 2015 (the "Plan")
to be presented for ratification at the annual and special meeting of
shareholders of SunOpta scheduled to be held on May 10, 2016 (the
"Meeting"). The amendments were made in response to comments from ISS
Proxy Advisory Services, a branch of Institutional Shareholder Services
Inc. ("ISS"), a proxy voting advisory and corporate governance services
firm.
"We are committed to understanding and responding to concerns raised by
or on behalf of our shareholders, and have therefore made these
amendments to address all of the concerns expressed by ISS with respect
to the Plan. We continue to believe that the approval of the Plan is in
the best interests of SunOpta and its shareholders," said Rik Jacobs,
President and CEO of SunOpta.
SunOpta has made the following changes to the Plan:
a) the definitions of "Competing Permitted Bid" and "Permitted Bid" were
amended to require that any such Take-over Bid shall contain irrevocable
and unqualified conditions that Voting Shares may be deposited at any
time during the period of time between the date of the Take-over Bid and
the date on which the Voting Shares subject to the Take-over Bid may be
taken up and paid for;
b) the definition of "controlled" was amended so that a person is not
considered to control another person that is not a corporation if the
first person does not own more than 50% of the voting interests in the
other person, even where the first person owns more than 50% of the
equity interests in the other person;
c) the definition of acting jointly or in concert was narrowed to
eliminate some language that ISS viewed as giving board discretion in
applying the definition and to clarify that customary agreements with
and between underwriters or banking group or selling group members with
respect to a distribution of securities and pledges of securities in the
ordinary course of the pledgee's business are excluded; and
d) the amendment provisions of the Plan were narrowed to remove language
that purported to permit the Board to make amendments to the Plan prior
to the Meeting whether or not such amendments would materially adversely
affect the interests of the holders of Rights generally.
The amended and restated Plan will be available on SEDAR. We encourage
SunOpta shareholders to vote FOR the plan at the upcoming meeting. Be
sure to vote your proxy before Friday, May 6, 2016 at 4:00 p.m. (EDT).
For more information and assistance in voting your proxy, please contact
Kingsdale Shareholder Services at 1-877-659-1822 toll-free in North
America or call collect at 416-867-2272 outside of North America or by
email at contactus@kingsdaleshareholder.com.
About SunOpta Inc.
SunOpta Inc. is a leading global company focused on organic,
non-genetically modified ("non-GMO") and specialty foods. The Company
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. The
Company'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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160418006754/en/
SunOpta Inc.
Public Relations
Rob Litt, 952-893-7863
Director
Global Communications
Rob.litt@sunopta.com
Source: SunOpta Inc.
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