TORONTO--(BUSINESS WIRE)-- Roots Corporation (the “Company” or “Roots”) (TSX: ROOT) today announced the completion of the previously-announced plan of arrangement under the Canada Business Corporations Act (“CBCA”), pursuant to which Marquee Brands, through its strategic operating partner JM&A Design & Development Inc. (the “Purchaser”), acquired all of the outstanding common shares of Roots (the “Shares”) for C$4.10 per Share in cash (the “Arrangement”).
The Shares are expected to be delisted from the Toronto Stock Exchange shortly and Roots intends to make an application to cease to be a reporting issuer in each of the provinces and territories of Canada.
Early Warning Reporting
In connection with the completion of the Arrangement, the Purchaser acquired 39,197,166 Shares, representing 100% of the issued and outstanding Shares immediately prior to the completion of the Arrangement. Each holder of Shares received, in exchange for each Share, C$4.10 in cash, and the aggregate consideration delivered pursuant to the Arrangement was C$160,708,380.60. Prior to the completion of the Arrangement, the Purchaser did not own or control any Shares.
At the time of the acquisition, the Purchaser was a corporation continued under the CBCA that operated principally as a holding company, with its head office at 1 Niagara Street, Unit 3 Floor, Toronto, Ontario M5V 1C2.
In connection with the completion of the Arrangement, the Purchaser and the Company amalgamated pursuant to the CBCA and continued as one corporation under the name “Roots Corporation” (“Amalco”).
The Purchaser will file an early warning report in connection with the foregoing, which may be found under the Company’s profile on SEDAR+ at www.sedarplus.ca, in accordance with applicable securities laws, or which may be obtained by contacting Amalco at 1-844-762-2343.
Leadership Transition
Following the completion of the transaction, Meghan Roach has stepped down as President and Chief Executive Officer. Ms. Roach will continue to support the Company in an advisory capacity to ensure a smooth transition.
Ms. Roach has served as President and Chief Executive Officer of Roots since 2020, having first joined the Company as interim Chief Financial Officer in 2019.
“It has been a privilege to lead Roots and to work alongside such a talented and dedicated team,” said Meghan Roach, former President and CEO of Roots. “With the transaction complete, this is the right moment for me to step aside. I have every confidence in the team’s ability to carry the brand forward, and I am excited about the future of the Company. I wish everyone at Roots continued success.”
“Meghan Roach is an outstanding leader, and Roots is a stronger company because of her,” said Erol Uzumeri, former Chair of Roots Board of Directors. “From her first days as interim CFO through her tenure as CEO, she has combined financial discipline with a deep passion for this iconic Canadian brand. She steered Roots through an extraordinary period of change, earned the trust of her team, her partners, and the Board, and delivered a result that reflects the full value of what she has built. Meghan’s leadership has left a lasting mark on Roots, and the Board is profoundly grateful for everything she has accomplished. We wish her every success in her next chapter.”
About Roots
Established in 1973, Roots is a global lifestyle brand. Starting from a small cabin in northern Canada, Roots has become a global brand which operates over 100 locations in Canada, two stores in the United States, and an eCommerce platform, roots.com. We have more than 100 partner-operated stores in Asia, and we also operate a dedicated Roots-branded storefront on Tmall.com in China. We design, market, and sell a broad selection of products in different departments, including women’s, men’s, children’s, and gender- free apparel, leather goods, footwear, and accessories. Our products are built with uncompromising comfort, quality, and style that allows you to feel At Home With Nature™. We offer products designed to meet life’s everyday adventures and provide you with the versatility to live your life to the fullest. We also wholesale through business-to-business channels and license the brand to a select group of licensees selling products to major retailers. Roots Corporation is a Canadian corporation doing business as “Roots” and “Roots Canada”.
Forward-Looking Information
Certain information in this press release contains forward-looking information. This information is based on management’s reasonable assumptions and beliefs in light of the information currently available and is made as of the date of this press release. The forward-looking statements in this press release include, among other things, statements with respect to the Arrangement, including statements with respect to the delisting of the Shares, the reporting issuer status of the Company, and the filing of an early warning report by the Purchaser. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this press release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking information. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking information include, but are not limited to: the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; risks relating to the retention of key personnel as a result of the Arrangement; the possibility of litigation relating to the Arrangement; risks related to the diversion of management’s attention from the Company’s ongoing business operations; and the other risk factors identified under “Risk Factors” in the Company’s current Annual Information Form and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are publicly filed under the Company’s SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking information, which speaks only as of the date of this release and is subject to change after such date. The Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law.
