Roots has agreed to be taken private in a transaction that will bring Canadian retail entrepreneur Joe Mimran and business partner Frank Rocchetti into a central operating role at one of the country’s best-known retail brands.
Shareholders will receive $4.10 per common share in cash under the proposed transaction. Marquee Brands is partnering with Toronto-based JM&A Design and Development Inc., led by Mimran and Rocchetti, with Roots continuing to be headquartered and operated in Canada. The deal is expected to close in the fourth quarter of 2026, subject to shareholder, regulatory and court approvals.
JM&A will become the core operating partner for Roots, overseeing the design, development, manufacturing and distribution of men’s and women’s lifestyle apparel. It will also take responsibility for retail and e-commerce operations across Canada and the United States.
Marquee Brands will focus on global brand stewardship, international expansion and new-category development. The structure puts Roots’ North American retail business in the hands of a Canadian operating group, with Marquee bringing its international brand-management and licensing platform.
“Few brands are as deeply connected to Canada’s identity as Roots,” said Mimran, President and Creative Director of JM&A. He said the focus will include product, merchandising and the customer experience, with the business continuing to be led from Canada.
Joe Mimran Takes on a Major Canadian Retail Brand
Mimran’s involvement gives the transaction added significance for Canada’s retail industry. He founded Club Monaco and later created Joe Fresh for Loblaw Companies, and in recent years has been involved in several Canadian consumer brands with Rocchetti and other partners.
In 2023, Mimran, Rocchetti and David Lui acquired Vancouver-founded apparel retailer Kit and Ace through Unity Brands. Product design and development subsequently moved to Mimran’s Toronto design operation as work began on renewed growth for the brand.
Unity later acquired Vancouver-based Casca Footwear. Mimran told Retail Insider at the time that the group saw opportunities to bring Canadian brands together and pursue growth through e-commerce, wholesale and international distribution.
Mimran and Rocchetti were also part of the group that acquired Mastermind Toys following the retailer’s creditor-protection proceedings. Toy industry entrepreneur Stéphane Tétrault joined them as an equity partner in Mastermind in 2025.
JM&A’s current interests also include Tilley Endurables, where Mimran serves as chairman, along with Kit and Ace, Mastermind Toys and Coco Village. Roots describes JM&A as a Toronto-based brand development, design and operating company focused on Canadian consumer businesses.
Roots gives Mimran and Rocchetti a much larger retail platform. The company has more than 100 locations in Canada and two stores in the United States, along with its e-commerce business. Roots also has more than 100 partner-operated stores in Asia and a dedicated storefront on Alibaba’s Tmall platform in China.
Roots Enters Deal Following Improved Performance
The acquisition comes after a period of stronger sales and profitability at Roots. For fiscal 2025, ended January 31, 2026, sales increased 5.6 per cent to $277.7 million from $262.9 million a year earlier. Direct-to-consumer sales rose 7.3 per cent to $239.5 million, while comparable direct-to-consumer sales increased 9.5 per cent. Gross margin reached 61.3 per cent and adjusted EBITDA was $23.3 million.
Roots reported net income of $4.7 million for the year, compared with a $33.4-million loss in fiscal 2024, when results included a substantial non-cash impairment charge. The company ended fiscal 2025 with net debt of $4.3 million, down 42.2 per cent from a year earlier.
Sales continued to grow in the first quarter of fiscal 2026. Revenue increased 6.5 per cent to $42.6 million and comparable sales were up 3.2 per cent. It marked the company’s seventh consecutive quarter of comparable sales growth, with the two-year stacked increase reaching 16.6 per cent.
Partners and Other revenue, which includes wholesale, licensing and custom products, increased 26.6 per cent during the quarter to $6.8 million. Growth came from domestic wholesale, custom products and licensing, businesses that could take on greater importance as Marquee looks at opportunities beyond Roots’ core retail operation.
Roots reported a seasonally expected net loss of $10.1 million for the quarter, which included costs associated with the strategic review and the transition of distribution operations to Metro Supply Chain. Net debt stood at $23.4 million at quarter-end, down 20.7 per cent from a year earlier.
Strategic Review Leads to Sale
Roots launched a formal strategic review on March 3, 2026, with its board considering alternatives that included a potential sale. J.P. Morgan Securities Canada was appointed financial adviser and Torys LLP was retained as legal counsel.
Roots said the process involved outreach to a broad group of potential buyers and resulted in multiple proposals. The board has unanimously recommended the Marquee and JM&A transaction to shareholders.
The $4.10-per-share offer represents a 36 per cent premium to Roots’ closing share price on March 2, the last trading day before the strategic review was announced. Searchlight Capital Partners, Kernwood Limited, Roots directors and senior officers representing approximately 69 per cent of the company’s voting interests have agreed to support the transaction.
The deal would end Roots’ run as a publicly traded company. Searchlight Capital Partners became a majority investor in Roots in 2015, and the retailer completed its initial public offering two years later at $12 per share.
Roots said private ownership will provide a structure suited to longer-term investment decisions. Its headquarters will remain in Toronto following completion of the transaction.
Marquee Brands Brings Global Expansion Platform
Marquee Brands adds an international brand-management platform to the partnership. The New York-based company has a portfolio spanning fashion, lifestyle, active, luxury and home brands, including Roberto Cavalli, BCBGMAXAZRIA, Ben Sherman, Laura Ashley, Martha Stewart, Sur La Table, Dakine, Body Glove and Stance. With Roots included, Marquee says its portfolio will consist of 24 brands representing more than US$5 billion in global retail-equivalent sales, supported by partners in more than 100 countries.
Marquee works with manufacturers, operators, retailers and distributors to develop its brands across markets and channels. For Roots, its responsibilities will include global brand stewardship, international expansion and new-category development. JM&A will run the core North American retail and product business.
Roots already has a sizable international partner network, particularly in Asia, with more than 100 partner-operated stores and its Tmall presence in China.
Future growth could come through licensing, wholesale and operating partnerships as well as retail expansion. The companies have not identified specific new countries or product categories.
Heath Golden, CEO of Marquee Brands, said the partnership with JM&A is intended to keep Roots anchored in Canadian culture while expanding its international reach.
“With that foundation in place, we see significant global opportunity to extend Roots into new categories, markets and consumer segments,” Golden said.
Canadian Stores and Product Come Under JM&A
JM&A’s responsibility for Roots stores and e-commerce will put Mimran and Rocchetti directly into the Canadian retail operation. The group will also oversee product design and development, manufacturing and distribution, giving it responsibility for much of the business from product creation through to the store and online customer.
No store-closing program or major change to the Canadian footprint has been announced. Store locations, formats, merchandising and customer experience will now sit within the operations overseen by JM&A, making the physical network an area to watch after the transaction closes.
Roots has also been changing its distribution infrastructure. Earlier this year, the company began transitioning its distribution-centre operations to Metro Supply Chain, with the move expected to be completed during the second quarter of fiscal 2026.
That work was already underway before the acquisition agreement and comes ahead of JM&A assuming responsibility for manufacturing and distribution.
New Categories Could Expand Roots’ Reach
Roots currently sells apparel, leather goods, footwear and accessories and generates additional revenue through wholesale and licensing relationships.
Marquee has identified new-category development as part of its mandate, potentially widening the commercial reach of the Roots name through additional products and partners. No new categories have been announced.
Mimran’s comments point to an immediate focus on the existing business.
“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,” he said.
Existing Management After Closing
The announcement did not address the composition of Roots’ senior management team following closing. President and CEO Meghan Roach remains in her role and endorsed the transaction. The companies did not specify what position Roach or other members of the existing executive team will hold once the acquisition is completed.
“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,” Roach said.
Roots will remain headquartered in Toronto, with JM&A providing Canadian operating leadership. Marquee will oversee the broader brand platform, international expansion and new-category development.
Deal Expected to Close in Fourth Quarter
Roots expects to hold a special meeting of shareholders in October 2026. The transaction requires approval from at least two-thirds of votes cast, along with the required minority shareholder approval, Competition Act clearance and court approval.
Closing is targeted for the fourth quarter. Roots shares would then be delisted from the Toronto Stock Exchange and the company would cease to be a reporting issuer in Canada.
If completed, the deal will end nearly nine years for Roots on the public markets and more than a decade with Searchlight Capital as its dominant financial backer. Mimran and Rocchetti’s group will take responsibility for the company’s Canadian retail operations, e-commerce and core apparel business, while Marquee pursues additional opportunities for the Roots brand internationally.
