Roots shareholders back $4.10-a-share sale to Marquee Brands as the Canadian apparel brand nears its exit from the TSX

TORONTO — Shareholders of Roots Corp. voted Tuesday to approve the sale of the Canadian outdoor and lifestyle apparel brand to New York-based Marquee Brands, which will acquire every outstanding share for $4.10 in cash through its Canadian operating partner, JM&A Design and Development Inc., the company said in a news release.

According to the voting results Roots released, 99.72 per cent of the votes cast at Tuesday’s special meeting supported the plan of arrangement. Excluding shares held by certain insiders, as minority-protection rules require, support was 99.64 per cent. The resolution needed at least two-thirds of all votes cast plus a simple majority of the remaining eligible votes.

Roots also said the Interim Commissioner of Competition has issued a “no-action letter,” which satisfies the deal’s Competition Act approval condition. The main step left is a final order from the Ontario Superior Court of Justice (Commercial List), with a hearing expected on Oct. 15. If that order is granted and the other conditions are met, the company expects the transaction to close in October.

The agreement was announced on Aug. 20 after a strategic review that Roots made public in March. In its announcement at the time, Roots said the $4.10 price was a 36 per cent premium to its closing share price on March 2, 2026, the last trading day before the review was disclosed. Searchlight Capital Partners, Kernwood Limited and all of Roots’ directors and senior officers, together holding about 69 per cent of the voting interest, had agreed to vote in favour.

Under the new ownership, JM&A — led by Club Monaco and Joe Fresh founder Joseph Mimran and retail executive Frank Rocchetti — is to oversee design, manufacturing and distribution, as well as retail and e-commerce operations in Canada and the United States, including more than 100 North American stores. Marquee Brands, whose portfolio includes Martha Stewart, Laura Ashley and Roberto Cavalli, will focus on global brand management and new product categories. Roots has said its headquarters will stay in Toronto.

Marquee intends to take Roots into other markets such as Korea, India and Mexico, The Canadian Press reported. Once the deal closes, Roots shares are to be delisted from the Toronto Stock Exchange and the company will cease to be a reporting issuer in Canada.

Founded in 1973, Roots operates more than 100 locations in Canada, two stores in the U.S. and the roots.com online store, and has more than 100 partner-operated stores in Asia, according to the company.

Sources: Roots Corp. news release via Financial Post / Business Wire (Oct. 13, 2026); The Canadian Press via The Globe and Mail (Oct. 13, 2026); Roots Corp. deal announcement (Aug. 20, 2026).