SunOpta Inc., a leading global company focused on organic, non-genetically modified and specialty foods, has announced 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.
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.
Source: SunOpta Inc.
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