Roots agrees to be acquired for C$4.10 per share in cash, in transaction that is unanimously recommended by Roots Board of Directors

Company Website: https://investors.roots.com/
TORONTO -- (Business Wire)

Canadian heritage outdoor and lifestyle brand Roots Corporation (“Roots” or the “Company”) (TSX: ROOT) and Marquee Brands, the premier global brand management company and leading brand accelerator, today announced they have entered into an agreement (the “Agreement”) whereby Marquee Brands will acquire Roots, through its strategic operating partner, in a transaction designed to preserve all that makes Roots uniquely Canadian, while bringing the brand to more consumers around the world. As part of the transaction, Marquee Brands has partnered with JM&A Design and Development Inc. (“JM&A”), led by renowned Canadian retail experts Joseph Mimran and Frank Rocchetti. JM&A will serve as core operating partner of Roots, which will continue to be operated in Canada. Marquee Brands will focus on global brand stewardship and expansion, as well as new category development.

“Taking on Roots is an incredible honour, and our strategic partnership with JM&A ensures the brand remains anchored in Canadian culture,” said Heath Golden, CEO of Marquee Brands. “With that foundation in place, we see significant global opportunity to extend Roots into new categories, markets and consumer segments, while remaining true to all that makes the brand distinctive.”

As Roots core operating partner, JM&A will oversee the design, development, manufacturing and distribution of men’s and women’s lifestyle apparel and assume responsibility for retail and e-commerce operations across Canada and the United States, including the Roots fleet of more than 100 North American stores. Under this structure, the brand will remain in Canada, guided by Canadian operating leadership who understand the Roots customer as well as the brand’s heritage and its enduring place in Canadian culture. Marquee Brands will bring its proven brand management and marketing platform and best-in-class network to galvanize the brand’s global growth.

“Few brands are as deeply connected to Canada’s identity as Roots,” said Joseph Mimran, President & Creative Director of JM&A. “The opportunity is to build from that strength with renewed focus on product, merchandising and the customer experience, while remaining true to the character that has made Roots so distinctive. Frank and I look forward to leading the business from Canada in partnership with Marquee Brands and positioning the brand for its next phase of growth.”

"This transaction is a strong endorsement of the Roots brand and the momentum behind our business,” said Meghan Roach, President and CEO of Roots. “Over the past several years, we have restored Roots to a position of strength, with a distinctive Canadian identity that resonates with customers here and around the world. This transaction brings together Marquee Brands’ global brand-building platform and JM&A’s operational leadership to position Roots for its next chapter of growth. Roots remains proudly Canadian, and we are excited to build on our heritage and pursue the significant growth opportunities ahead.”

Transaction Highlights and Board Recommendation

• Shareholders to receive C$4.10 per Common Share in cash, representing a 36% premium to the closing price as of March 2, 2026, the last trading day prior to announcement of the Company’s strategic review process, providing Shareholders with immediate and certain value.
• The transaction represents the culmination of a comprehensive strategic review process publicly announced on March 3, 2026 and overseen by the board of directors of Roots (the “Board”), advised by highly qualified legal and financial advisors. The strategic review process involved outreach to a broad pool of potential acquirors and resulted in multiple proposals.
• Searchlight Capital Partners, L.P. and Kernwood Limited and all directors and senior officers of the Company, representing approximately 69% of the total voting interest, have entered into agreements to vote in favour of the transaction.
• Marquee Brands, owned by funds managed by global investment manager Neuberger, brings a proven track record of scaling timeless lifestyle brands with 24* brands, $5+ billion* in global retail equivalent sales, and a network of partners in 100+ countries. (*Upon closing in Q4 2026.)
• JM&A’s operational leadership brings deep global fashion expertise and a proven record of building iconic brands from Canada, ensuring Roots Canadian identity remains at the heart of the business.
• Private ownership provides the optimal structure for Roots to pursue long-cycle investment decisions in its next chapter of growth, with its headquarters remaining in Toronto.

In consultation with its financial and legal advisors, the Board is unanimously recommending that Shareholders vote in favour of the transaction at the special meeting of Shareholders that will be held to approve the transaction, having determined that the transaction is fair to Shareholders and in the best interests of the Company and its Shareholders. In reaching its recommendation, the Board considered, among other things, the compelling all-cash consideration, the results of a comprehensive arm's length process, and a fairness opinion from J.P. Morgan Securities Canada Inc. (“J.P. Morgan”) confirming that, as of August 20, 2026, and subject to the assumptions, limitations and qualifications to be set forth in the fairness opinion, the Consideration to be paid to the holders of the Common Shares in the transaction is fair, from a financial point of view, to such holders. The Agreement contains customary deal protection provisions, including a termination and a reverse termination fee payable in certain circumstances.

Under the terms of the transaction, JM&A will acquire all issued and outstanding common shares of Roots and Shareholders will receive C$4.10 per share in cash. The transaction is to be completed by way of a plan of arrangement under the Canada Business Corporations Act. Completion of the transaction is subject to a number of conditions customary for transactions of this nature, including, among others: (i) the approval of at least two-thirds of votes cast by Shareholders; (ii) a simple majority of votes cast by Shareholders excluding votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions; (iii) clearance under the Competition Act (Canada); and (iv) approval by the Ontario Court of Justice (Commercial List). The Company expects to hold a special meeting of Shareholders in October of 2026, with closing targeted for the fourth quarter of 2026, subject to court approval, Competition Act (Canada) clearance, and other customary closing conditions. Upon completion, the Common Shares will be delisted from the Toronto Stock Exchange and the Company will cease to be a reporting issuer in each of the provinces and territories of Canada.

Additional detail regarding the Board's recommendation, the fairness opinion, and the terms of the Agreement will be set out in the information circular that will be filed in due course on SEDAR+ at www.sedarplus.ca.

Advisors

J.P. Morgan is acting as exclusive financial advisor and Torys LLP is acting as legal advisor to Roots. RBC Capital Markets and Raymond James served as financial advisors, Greenberg Traurig acted as legal advisor and Miller Thomson acted as Canadian legal advisor to Marquee Brands. Bank of Montreal led the financing for JM&A, Fasken Martineau DuMoulin acted as legal advisor and Fazzari Partners acted as tax advisor. Osler, Hoskin & Harcourt LLP is acting as legal advisor to Searchlight Capital Partners L.P.

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”.

About Marquee Brands

Marquee Brands is the premier accelerator of timeless brands, unlocking value and building global influence. With a focus on driving growth and developing sustainable brand equity, Marquee partners with best-in-class manufacturers, operators, retailers and distributors to scale brands across markets and channels. Marquee Brands’ global portfolio spans four distinct platforms: Luxury, Home & Culinary, Fashion & Lifestyle and Active & Outdoor. The portfolio of brands includes Roberto Cavalli, BCBGMAXAZRIA, Bruno Magli, A Pea in the Pod, Martha Stewart, Laura Ashley, Sur La Table, Emeril Lagasse, Cook’s Country, Cook’s Illustrated, America’s Test Kitchen, Food52, Just Cavalli, BCBG, Ben Sherman, Roots*, Isotoner, Anti Social Social Club, Motherhood, Destination Maternity, Stance, Totes, Dakine and Body Glove. For more information visit, www.marqueebrands.com. (*Upon closing in Q4 2026.)

About JM&A

JM&A is a Toronto-based brand development, design and operating company led by Canadian entrepreneur and designer Joe Mimran. Over more than four decades, Mimran has created, built and transformed some of Canada’s most recognized consumer brands, including Club Monaco, Joe Fresh, Alfred Sung, Pink Tartan, Gry Mattr and Maison Cabana.

Today, JM&A applies that experience to the ownership and transformation of Canadian consumer businesses, with Mimran serving as Chairman of Tilley Endurables, Kit and Ace and Mastermind Toys & Coco Village. JM&A brings expertise across brand strategy, product design, merchandising, sourcing, marketing, retail and e-commerce, with a focus on building distinctive Canadian brands for long-term growth in Canada and internationally.

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 Transaction, including statements with respect to the rationale of the Board for entering into the Agreement, the terms and conditions of the Agreement, the premium to be received by Shareholders, the expected benefits of the Transaction, the anticipated timing and the various steps to be completed in connection with the Transaction, including receipt of Shareholder, court and regulatory approvals, the anticipated timing for closing of the Transaction, the anticipated delisting of the Common Shares from the TSX and the Company’s status as a reporting issuer under applicable securities laws. 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 news 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 that the Transaction will not be completed on the terms and conditions or on the timing currently contemplated and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals and other conditions of closing necessary to complete the Transaction or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to the retention of key personnel during the interim period; the possibility of litigation relating to the Transaction; 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260820918160/en/

Contacts:

Roots Investor Relations
Investors@roots.com
1-844-762-2343

For media inquiries, please contact
Nicole Legate
Director of PR
nlegate@roots.com
647-828-5128

Source: Roots