Roots Corporation agreed to a C$115 million acquisition by Marquee Brands at C$4.10 per share in cash, representing a 36% premium to its closing price on March 2, 2026. The last trading day before the strategic review announcement, the share price had closed at C$3.01.
Shareholders holding approximately 69% of Roots' voting interest, including Searchlight Capital Partners, Kernwood Limited, and all directors and senior officers, have committed to vote in favor of the deal. Completion requires approval from at least two-thirds of votes cast by shareholders, with a special meeting expected in October 2026.
The transaction, structured as a plan of arrangement under the Canada Business Corporations Act, will result in Roots' delisting from the Toronto Stock Exchange and its removal as a reporting issuer. Regulatory clearance under Canada's Competition Act remains a prerequisite for closing, which is targeted for the fourth quarter of 2026.
Following the acquisition, JM&A Design and Development Inc.—led by Joseph Mimran and Frank Rocchetti—will oversee Roots' design, manufacturing, distribution, and retail operations across North America. The company operates more than 100 stores in Canada and the United States. Financial advisor J.P. Morgan Securities Canada Inc. provided a fairness opinion, while Torys LLP served as legal counsel for Roots. The Ontario Court of Justice (Commercial List) will oversee the arrangement process.
