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 Opta Minerals has entered into a definitive
acquisition agreement, under which an affiliate of Speyside Equity Fund
I LP will acquire substantially all the shares of Opta Minerals Inc.
("Opta Minerals") (TSX:OPM). The acquisition agreement has been approved
by Opta Minerals' Boards of Directors, which has recommended that Opta
Minerals' shareholders approve the transaction. The acquisition
agreement represents the conclusion of a strategic review process
conducted by Opta Minerals and its financial advisor under the
supervision of a special committee of independent directors. SunOpta has
entered into a support agreement pursuant to which SunOpta has
irrevocably agreed to vote all of its Opta Minerals' shares in favour of
the transaction. SunOpta expects to receive aggregate proceeds of
approximately CAD $6.2 million, of which CAD $4.2 million is cash, with
the remaining CAD $2.0 million in the form of a subordinated promissory
note of Opta Minerals bearing interest at 2.0% which will mature 30
months following the close of the transaction. Subject to receipt of all
necessary shareholder approvals and other customary conditions, closing
of the transaction is anticipated to occur in early April 2016.
"The sale of Opta Minerals represents a significant milestone, and we
are pleased to be concluding this chapter of our company's history as it
paves the way for SunOpta to truly become a pure-play healthy and
organic foods company," said Rik Jacobs, President and CEO of SunOpta.
"Following completion of the deal, our entire team will be able to focus
solely on the growth and strategic priorities of our
vertically-integrated international foods business, and the sale will
further simplify our reporting. In addition to the greater financial
flexibility created by our new expanded credit facility, our balance
sheet will no longer reflect the debt associated with Opta Minerals."
As a result of the pending sale, SunOpta expects to recognize a non-cash
impairment charge in the range of $15.0 to $17.0 million in the fourth
quarter of 2015, reflecting the write-down of the carrying value of Opta
Minerals to its expected fair value, and including potential long-lived
and intangible asset impairments that may be recognized by Opta Minerals.
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.
About Opta Minerals
Opta Minerals is a vertically integrated provider of custom process
solutions and industrial mineral products used primarily in the steel,
foundry, loose abrasive cleaning, water-jet cutting and municipal water
filtration industries. Opta Minerals has production and/or distribution
facilities in Ontario, Quebec, Saskatchewan, Louisiana, South Carolina,
Virginia, Maryland, Indiana, Michigan, New York, Texas, Florida, Ohio,
Idaho, France, Slovakia and Germany.
Forward-Looking Statements
Certain statements included in this press release may be considered
"forward-looking statements" within the meaning of the United States
Private Securities Litigation Reform Act of 1995 and applicable Canadian
securities legislation, which are based on information available to us
on the date of this release. These forward-looking statements include,
but are not limited to, the anticipated proceeds of the transaction to
SunOpta, the anticipated closing date of the transaction, our ability to
focus on our growth and strategic priorities and the amount of the
expected write-down of the carrying value of our investment in Opta
Minerals. Terms and phrases such as "expects", "anticipates", "become",
"will" and other similar terms and phrases are intended to identify
these forward looking statements. Forward looking statements are based
on information available to us on the date of this release and are based
on estimates and assumptions made by the Company in light of our
experience and perception of historical trends, current conditions and
expected future developments as well as other factors we believe are
appropriate in the circumstances. The Company makes no representation
that reasonable business people in possession of the same information
would reach the same conclusions. Whether actual timing and results will
agree with expectations and predications of the Company is subject to
many risks and uncertainties including the inability to obtain or delays
in obtaining required regulatory and third party consents and approvals;
the inability or failure of the purchaser to satisfy the cash component
of the purchase price payable on closing or the amount owing under the
promissory note upon maturity; the failure or inability to implement its
growth and strategic priorities, whether in a timely manner or at all;
local and global political and economic conditions; conditions in the
securities market generally; and changes in the level of capital
investment, as well as other risks described from time to time under
"Risk Factors" in our Annual Report on Form 10-K and its Quarterly
Reports on Form 10-Q (available at www.sec.gov).
Consequently all forward-looking statements made herein are qualified by
these cautionary statements and there can be no assurance that the
actual results or developments that we anticipate will be realized.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160212005172/en/
SunOpta Inc.
Rob Litt, Director Global Communications
952-893-7863
or
Rob
McKeracher, CFO
905-821-9669
Source: SunOpta Inc.
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