High Liner Foods Inc. has agreed to be acquired by Japanese seafood company Umios Corp. in an all-cash deal valued at approximately $1.25 billion, with the Nova Scotia company’s headquarters, workforce and operations expected to remain in place.
Under the agreement announced Monday, Umios will acquire all outstanding common shares of High Liner Foods for $27 per share in cash, subject to shareholder, court and regulatory approvals. The offer represents a 79 per cent premium to High Liner Foods’ closing share price on Oct. 23 and an 86 per cent premium to its 20-day volume-weighted average price.
The transaction values High Liner Foods at approximately $804 million on a fully diluted equity basis and $1.25 billion on an enterprise value basis. The acquisition is fully financed and is not subject to a financing condition. High Liner Foods will repay its outstanding credit facilities when the transaction closes.
Umios, which operates across the seafood value chain, from fishing and aquaculture to processing, distribution and branded consumer products, is a longstanding supplier to High Liner Foods. The acquisition is intended to strengthen Umios’ North American presence by combining its global sourcing capabilities with High Liner Foods’ processing expertise, brands and customer relationships.
Headquarters to remain in Nova Scotia
Following the acquisition, Umios plans to establish High Liner Foods as the core platform for its North American business while maintaining the company’s headquarters in Nova Scotia. The agreement includes commitments to maintain High Liner Foods’ workforce and operations, established brands and customer relationships.
Umios also intends to support continuity of the existing management team and invest in processing, innovation and growth initiatives. The companies expect the combination to strengthen sourcing and procurement, broaden customer offerings and provide a platform for longer-term growth.
“High Liner Foods brings the capabilities and expertise needed to advance our North American growth strategy,” said Daisuke Yasuda, representative director and president of Umios. “As seafood consumption grows, we see significant value in connecting our access to marine resources with High Liner Foods’ ability to develop and deliver products customers want. Our offer reflects that strategic value, delivering a compelling return to High Liner Foods shareholders while creating opportunities for long-term growth and value creation for Umios. We look forward to working with the High Liner Foods team to realize that potential together.”
High Liner Foods president and chief executive Paul Jewer said the deal would give the company access to additional sourcing capabilities and investment resources while allowing it to maintain its base in Nova Scotia.
“This transaction is a powerful endorsement of High Liner Foods, our people and the business we have built from our roots in Lunenburg,” said Jewer. “We know Umios through a longstanding commercial relationship, and Umios knows the value of our expertise, brands and customer relationships. Joining a global seafood leader gives us the scale, sourcing capabilities and investment capacity to pursue our ambitions in an industry poised for growth. Umios’ commitment to keeping our headquarters in Nova Scotia and its plans to invest in our people and the business give us confidence that this is the right path forward for High Liner Foods and our stakeholders.”
High Liner Foods will continue operating independently until the transaction closes and will remain focused on supplying branded and value-added seafood products to retail and foodservice customers across North America.
Board unanimously recommends deal
High Liner Foods’ board of directors has unanimously approved the transaction and recommended that shareholders vote in favour of it following a competitive sale process overseen by a special committee of independent directors.
The process began after the company received an unsolicited, non-binding proposal and included a targeted market check, several non-binding offers, multiple rounds of bidding and an assessment of the option of continuing to operate independently.
Robert Pace, chair of the board and the special committee, said the board concluded that Umios’ offer provided the best value for shareholders after considering competing proposals and the company’s prospects as an independent business.
“Umios’ offer recognizes the value of High Liner Foods’ business and its future potential, delivering a substantial premium and certainty of cash value to our shareholders,” said Pace. “As part of our competitive review process, we assessed competing proposals alongside the Company’s prospects as an independent business and concluded that Umios’ offer represents the best value for shareholders while supporting High Liner Foods’ next phase of growth.”
Thornridge Holdings Ltd., which owns approximately 41.4 per cent of High Liner Foods’ outstanding shares, has signed a voting and support agreement committing it to vote in favour of the transaction, subject to the agreement’s terms. The company’s directors and officers have also signed support and voting agreements.
Together, shareholders representing approximately 45.4 per cent of the outstanding shares have agreed to support the deal.
BMO Capital Markets, High Liner Foods’ financial adviser, and Ernst & Young LLP, the special committee’s independent financial adviser, each provided a verbal opinion that the consideration was fair to shareholders from a financial point of view, subject to the assumptions, limitations and qualifications in their respective opinions.
Closing expected in early 2027
The acquisition will proceed through a court-approved plan of arrangement under Nova Scotia’s Companies Act. It requires approval from shareholders representing at least 75 per cent of votes cast at a special meeting expected to take place in December 2026, as well as court and applicable regulatory approvals and the satisfaction of other customary closing conditions.
The companies expect the transaction to close in the first quarter of 2027, subject to the required approvals and closing conditions. High Liner Foods will continue paying its regular quarterly dividend before closing.
Under the agreement, High Liner Foods is subject to a non-solicitation covenant with customary provisions allowing for certain exceptions in the event of a competing proposal. The agreement also provides for a termination fee of $28.1 million payable by High Liner Foods to Umios in certain circumstances, including in connection with a superior proposal supported by the company.
Following completion, High Liner Foods shares are expected to be delisted from the Toronto Stock Exchange, and the company is expected to apply to cease being a reporting issuer in applicable Canadian jurisdictions.
A management information circular outlining the transaction, the board’s recommendation, fairness opinions and voting instructions will be sent to shareholders ahead of the special meeting and filed on SEDAR+.
High Liner Foods, based in Lunenburg, N.S., processes and markets value-added frozen seafood in North America. Umios, listed on the Tokyo Stock Exchange, operates in Japan, North America, Europe and Asia and reports annual net sales of approximately C$10 billion.
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