Canadian outdoor and lifestyle brand Roots Corporation has agreed to be taken private by US brand management company Marquee Brands.
Under the agreement, shareholders will receive C$4.10 (US$2.98) in cash for every common share held.
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Founded in 1973, Roots operates an e-commerce platform, more than 100 stores in Canada, two in the US, and over 100 partner-operated stores across Asia.
The deal will be executed through Marquee Brands’ strategic operating partner, Canadian company JM&A Design and Development, which will acquire all outstanding Roots shares.
JM&A will serve as core operating partner, overseeing design, manufacturing, distribution and retail operations across Canada and the US, including the company’s North American stores.
Marquee Brands will focus on global brand stewardship and category expansion. Roots will remain headquartered in Toronto.
Roots CEO and president Meghan Roach said: “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.”
The Roots board has unanimously recommended the agreement.
The offer represents a 36% premium over Roots’ closing share price on 2 March 2026, the day before the company announced a strategic review to “identify opportunities to maximise value for all shareholders”.
That review, launched publicly on 3 March and overseen by the board with legal and financial advisers, involved outreach to a broad pool of potential acquirers and produced multiple proposals.
Searchlight Capital Partners, Kernwood Limited, and all Roots directors and senior officers, representing 69% of the total voting interest, have agreed to vote in favour of the deal, which includes customary termination and reverse termination fee provisions.
The transaction will proceed as a plan of arrangement under the Canada Business Corporations Act, subject to approval by two-thirds of shareholder votes cast, a simple majority excluding parties covered under Multilateral Instrument rules, Competition Act clearance, and approval from the Ontario Court of Justice (Commercial List).
A special shareholder meeting is expected in October 2026, with closing targeted for the fourth quarter, pending court and regulatory approvals.
Roots shares will then be delisted from the Toronto Stock Exchange, and the company will cease to be a reporting issuer in Canada.
Marquee Brands CEO Heath Golden said: “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.”
