High Liner Foods Incorporated has entered into a definitive arrangement agreement to be acquired by Umios Corporation, one of the world’s largest seafood companies, in an all-cash transaction valued at approximately $1.25 billion on an enterprise value basis. Under the agreement, a newly formed, wholly owned Umios subsidiary will acquire all of High Liner Foods’ issued and outstanding common shares for $27.00 per share in cash, representing a premium of approximately 79 percent to the company’s closing share price on the Toronto Stock Exchange on October 23, 2026.
The consideration values High Liner Foods at approximately $804 million on a fully diluted equity basis and represents a premium of roughly 86 percent to the 20-day volume-weighted average price of the shares for the period ending that date. The offer is fully financed and is not subject to a financing condition. On completion, High Liner Foods will repay its outstanding credit facilities in full.
Umios, the Tokyo-listed seafood group formerly known as Maruha Nichiro, is a longstanding supplier to High Liner Foods and reports annual net sales of approximately $10 billion. The acquisition advances its strategy to build a more integrated global seafood and protein business, with High Liner Foods serving as the core platform for its North American expansion. Umios has committed to maintaining the company’s Nova Scotia headquarters, workforce, operations, established brands, and customer relationships.
Thornridge Holdings Limited, which holds approximately 41.4 percent of High Liner Foods’ outstanding shares, has entered into a voting and support agreement in favour of the transaction. Together with the company’s directors and officers, holders of approximately 45.4 percent of the outstanding shares have agreed to vote in support.
The agreement follows a competitive sale process overseen by a special committee of independent directors, initiated after an unsolicited non-binding proposal and including a targeted market check, several non-binding proposals from potential purchasers, and multiple rounds of bidding. Following the special committee’s unanimous recommendation, High Liner Foods’ board unanimously approved the transaction, determined that it is in the company’s best interests and fair to shareholders, and recommends that shareholders vote in favour.
“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,” High Liner Foods’ chairperson of the board and chairperson of the special committee Robert Pace said in a press release. “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.”
“This transaction is a powerful endorsement of High Liner Foods, our people and the business we have built from our roots in Lunenburg,” said High Liner Foods president and CEO Paul 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.”
“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.”
The transaction will be carried out through a court-approved plan of arrangement under the Companies Act (Nova Scotia). Completion requires approval by at least 75 percent of votes cast by High Liner Foods shareholders at a special meeting expected in December 2026, along with court approval, applicable regulatory clearances, and other customary closing conditions. A termination fee of $28.1 million would be payable by the company in certain circumstances, including in the context of a superior proposal. The transaction is expected to close in the first quarter of 2027, after which the shares are expected to be delisted from the Toronto Stock Exchange and the company is expected to cease to be a reporting issuer.
On the legal side, Norton Rose Fulbright is acting as legal counsel to High Liner Foods, with Goodwin Procter LLP serving as U.S. counsel and Stewart McKelvey acting as Nova Scotia counsel. The Goodwin Procter deal team includes Blake Liggio, Eryn Mathews, Nathalie Dabrowski, Kristen McCarthy, and Keelin Fitzsimons. BMO Capital Markets is acting as exclusive financial advisor to High Liner Foods, and Ernst & Young LLP is acting as independent financial advisor to the special committee. Gagnier Communications is serving as communications advisor.
Borden Ladner Gervais LLP is acting as Canadian legal counsel to Umios, with a team led by Kent Kufeldt, Christian Vieira, and Sean Muggah (Corporate/Securities) and including Denes Rothschild (Competition and Foreign Investment); Randy Morphy, Danielle Lewchuk, and Robert Biggar (Tax); Jennifer Jiang, Kaitlin D’Agostino, Joshua Lewis, and Daniel Torch (Corporate/Securities); Samantha Lo and Nunu Mequanint (Commercial Real Estate); Candice Kloes (Food Regulatory); Diana Weir, Gabrielle Kramer, and Franz Lopez (Environmental Regulatory); Eric Boehm (Intellectual Property and Information Technology); Kendall Andersen and Adam Simpson (Financial Services); and Alexis Renaud and James Fu (Labour and Employment). Nishimura & Asahi is acting as Japanese legal counsel and Davis Wright Tremaine LLP is serving as U.S. counsel to Umios. Greenhill, a Mizuho affiliate, is acting as exclusive financial advisor to Umios.
The special committee of Thornridge engaged Morrison Park Advisors as financial advisor and Bennett Jones LLP as legal counsel.
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