Canada’s Roots goes private in Marquee deal to drive global growth

Canadian heritage outdoor and lifestyle brand Roots Corporation (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.”

Marquee Brands will acquire Roots via JM&A, taking the Canadian lifestyle brand private while keeping its Toronto headquarters.
JM&A will run design, development, manufacturing, distribution, retail and e-commerce for menswear and womenswear in Canada and the US.
Shareholders are offered C$4.10 per share, a 36 per cent premium; vote is due in October 2026, with closing targeted for Q4 2026.

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.