High Liner Foods has signed a definitive agreement to be acquired by Japan's Umios Corporation for C$27.00 per share in cash, valuing the Nova Scotia seafood company at about C$804 million in equity and C$1.25 billion including debt.
High Liner Foods has entered into a definitive arrangement agreement to be acquired by Umios Corporation of Japan for C$27.00 per share in cash. The transaction values the company at approximately C$804 million on a fully diluted equity basis and C$1.25 billion on an enterprise value basis. It is fully financed and is not subject to a financing condition, and High Liner will repay its outstanding credit facilities in full when the deal closes.
The offer represents a premium of about 79 percent to High Liner's closing share price on the Toronto Stock Exchange on October 23, 2026, and 86 percent to its 20-day volume-weighted average price. The board unanimously recommends that shareholders vote in favour of the deal. Thornridge Holdings, which holds about 41.4 percent of the shares, has agreed to vote for it, and together with directors and officers, holders of about 45.4 percent of the shares have entered into voting support agreements.
The agreement follows a competitive sale process overseen by a special committee of independent directors, begun after an unsolicited non-binding proposal. The process included a targeted market check, several non-binding proposals from potential buyers and multiple rounds of bidding, alongside consideration of continuing as an independent company. BMO Capital Markets and Ernst & Young each gave a verbal opinion as of October 26 that the consideration is fair, from a financial point of view, to shareholders. A termination fee of C$28.1 million would be payable by High Liner to Umios in certain circumstances, including a superior proposal supported by the company.
The deal is documented in the company's own announcement, and the same price, premium and valuation figures appear in Umios's announcement of the agreement, so the commercial terms are consistent across both sides. The transaction is not yet closed: it still needs approval by 75 percent of votes cast at a special shareholder meeting expected in December 2026, court approval and regulatory clearances, and it is expected to close in the first quarter of 2027 if those conditions are met.
Umios, one of the world's largest seafood and marine-protein companies with annual net sales of about C$10 billion, plans to make High Liner the core of its North American business while keeping its headquarters in Nova Scotia and maintaining its workforce, brands and customer relationships. The combination pairs Umios's access to marine resources, including about 26 percent of Alaska pollock resources in the Bering Sea, with High Liner's processing, brands and distribution network. After closing, High Liner's shares are expected to be delisted from the Toronto Stock Exchange, and the December shareholder meeting will be the next public test of the deal.