SunOpta (SOY) Proxy Filing summary

Executive summary

• A special meeting is scheduled for April 16, 2026, for shareholders to vote on a proposed acquisition of all outstanding common shares for $6.50 per share in cash by an affiliate of KKR, via a court-approved arrangement under Canadian law.

• The board unanimously recommends voting in favor of the arrangement and related executive compensation proposal.

• The transaction values the company at approximately $1.1 billion, representing a 44% premium to the 20-day average share price before announcement.

• The arrangement is subject to shareholder, court, and regulatory approvals, including antitrust clearances in the US, Canada, and Vietnam.

• If approved, the company will become a wholly-owned subsidiary, delist from public exchanges, and deregister its securities.

Voting matters and shareholder proposals

• Shareholders will vote on the arrangement resolution and a non-binding advisory proposal on executive compensation related to the transaction.

• Approval requires at least 66 2/3% of votes cast by holders of common and special shares, voting as a single class.

• Dissent rights are available to registered shareholders who follow strict procedures.

• Voting and support agreements have been signed by directors, officers, and major shareholders representing about 21% of voting shares.

Board of directors and corporate governance

• The board formed a special committee of independent directors to evaluate strategic alternatives and negotiate the transaction.

• All current board members are expected to resign upon closing, with vacancies filled by the acquirer.

• The board and special committee received legal and financial advice and determined the transaction is in the best interests of shareholders.