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TORONTO — Roots Corporation (the “Company” or “Roots”) (TSX: ROOT) today announced the filing of its management information circular (the “Circular”) and related materials for the special meeting (the “Meeting”) of holders (the “Shareholders”) of common shares (the “Shares”) of Roots to approve the previously-announced plan of arrangement under the Canada Business Corporations Act (the “Arrangement”), pursuant to which Marquee Brands LLC, through its strategic operating partner JM&A Design & Development Inc., will acquire all of the outstanding Shares for C$4.10 per Share in cash (the “Transaction”), all as more particularly described in the Circular under the terms of an Arrangement Agreement dated August 20, 2026 (the “ArrangementAgreement”).
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The Company’s board of directors (the “Board”) unanimously determined, after receiving financial and legal advice, that the Arrangement is fair to Shareholders and that the Arrangement and the entering into of the Arrangement Agreement are in the best interests of the Company. Accordingly, the Board unanimously recommends that Shareholders vote IN FAVOUR of the Arrangement at the Meeting.
Article contentArticle contentSpecial MeetingArticle content
The Meeting is scheduled to be held in a virtual only format conducted via a live webcast platform at www.meetnow.global/MS774CN at 1:00 p.m. (Toronto time) on October 13, 2026. Shareholders of record as of the close of business on September 8, 2026 are entitled to receive notice of and vote at the Meeting. Shareholders are urged to vote well in advance of the Meeting and, in any event, prior to the proxy voting deadline of 1:00 p.m. (Toronto time) on October 8, 2026.
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The Circular provides important information on the Arrangement and related matters, including voting procedures, how to attend the virtual Meeting, instructions for Shareholders unable to attend the virtual Meeting and a full description of the information and factors considered by the Board in making its unanimous recommendation. Shareholders are urged to read the Circular and accompanying materials carefully and in their entirety. The mailing of the Circular and accompanying materials to Shareholders of record as of September 8, 2026 has commenced and they are available on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.roots.com.
Article contentReceipt of the Interim OrderArticle content
On September 8, 2026, the Ontario Superior Court of Justice (Commercial List) (the “Court”) granted an interim order providing for the calling and holding of the Meeting and certain other matters related to the Meeting and the Arrangement. A copy of the interim order is included in the Circular.
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The anticipated hearing date for the application for the final order of the Court (the “Final Order”) is October 15, 2026. Subject to obtaining the required approval of Shareholders at the Meeting, the Final Order and the satisfaction or waiver of the other conditions to implementing the Arrangement as set out in the Arrangement Agreement, the Transaction is expected to close in the fourth quarter of 2026.
Article contentAbout RootsArticle content
Established in 1973, Roots is a global lifestyle brand. Starting from a small cabin in northern Canada, Roots has become a global brand which operates over 100 locations in Canada, two stores in the United States, and an eCommerce platform, roots.com. We have more than 100 partner-operated stores in Asia, and we also operate a dedicated Roots-branded storefront on Tmall.com in China. We design, market, and sell a broad selection of products in different departments, including women’s, men’s, children’s, and gender- free apparel, leather goods, footwear, and accessories. Our products are built with uncompromising comfort, quality, and style that allows you to feel At Home With Nature™. We offer products designed to meet life’s everyday adventures and provide you with the versatility to live your life to the fullest. We also wholesale through business-to-business channels and license the brand to a select group of licensees selling products to major retailers. Roots Corporation is a Canadian corporation doing business as “Roots” and “Roots Canada”.
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Article contentForward-Looking InformationArticle content
Certain information in this press release contains forward-looking information. This information is based on management’s reasonable assumptions and beliefs in light of the information currently available and is made as of the date of this press release. The forward-looking statements in this press release include, among other things, statements with respect to the Transaction, including statements with respect to the anticipated timing and the various steps to be completed in connection with the Transaction. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking information. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking information include, but are not limited to: the possibility that the Transaction will not be completed on the terms and conditions or on the timing currently contemplated and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals and other conditions of closing necessary to complete the Transaction or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to the retention of key personnel during the interim period; the possibility of litigation relating to the Transaction; risks related to the diversion of management’s attention from the Company’s ongoing business operations; and the other risk factors identified under “Risk Factors” in the Company’s current Annual Information Form and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are publicly filed under the Company’s SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking information, which speaks only as of the date of this release and is subject to change after such date. The Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law.
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