SunOpta (SOY) Proxy filing summary

Executive summary

• Early termination of the Hart-Scott-Rodino Act waiting period achieved for the proposed acquisition by Refresco, satisfying a key closing condition.

• Acquisition terms include a cash offer of $6.50 per share, with closing subject to regulatory, shareholder, and court approvals, and other customary conditions.

• Forward-looking statements highlight anticipated benefits, timing, and steps for the acquisition, with caution regarding risks and uncertainties.

Voting matters and shareholder proposals

• Shareholder approval is required for the acquisition to proceed, with a dedicated Shareholder Meeting scheduled.

• Proxy solicitation is being conducted, and shareholders are urged to review the Circular and Proxy Statement for detailed information.

Risk oversight and compliance

• Risks include potential delays or failure to obtain shareholder, regulatory, or court approvals, and possible termination of the Arrangement Agreement.

• Additional risks involve business disruption, adverse effects on share price, employee retention, and litigation related to the acquisition.

• Limitations imposed by the Arrangement Agreement may affect business operations and alternative transactions.