Combination to establish a North American growth platform pairing Umios’ global sourcing capabilities with High Liner Foods’ processing expertise and strong brands

• Fully financed, all-cash offer delivers a substantial premium, certainty of value and immediate liquidity to shareholders upon closing
• Offer represents a premium of 79% to High Liner Foods’ closing share price on October 23, 2026, and 86% to its 20-day volume-weighted average price
• High Liner Foods’ Board of Directors unanimously recommends shareholder approval of the Transaction
• Thornridge, holding approximately 41.4% of outstanding shares, endorses the transaction having entered into a voting and support agreement
• High Liner Foods to anchor Umios’ North American growth, with headquarters remaining in Nova Scotia

LUNENBURG, NS, Oct. 26, 2026 /PRNewswire/ — High Liner Foods Incorporated (“High Liner Foods” or the “Company”) (TSX: HLF) today announced that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Umios Corporation (TSE: 1333) (“Umios”) and 4856442 Nova Scotia Limited (the “Purchaser”), a newly formed, wholly owned subsidiary of Umios incorporated in Nova Scotia. Under the Arrangement Agreement, the Purchaser will acquire all of the Company’s issued and outstanding common shares (the “Shares”) for C$27.00 per Share in cash (the “Transaction”), subject to required approvals and other closing conditions.

The consideration represents a premium of approximately 79% to the closing price of the Shares on the Toronto Stock Exchange (the “TSX”) on October 23, 2026 and 86% to their 20-day volume-weighted average price for the period ending on that date. 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. On completion of the Transaction, and as contemplated in the Arrangement Agreement, the Company will repay in full its outstanding credit facilities.

Umios is one of the world’s largest seafood and marine-protein companies and a longstanding supplier to High Liner Foods. The acquisition advances its strategy to build a more integrated global seafood and protein business, with High Liner Foods central to its North American expansion.

Thornridge Holdings Limited (“Thornridge”) which holds approximately 41.4% of the outstanding Shares, has entered into a voting and support agreement under which it has agreed, subject to the terms thereof, to vote all its Shares in favour of the Transaction. Moreover, each director and officer of the Company has entered into a support and voting agreement pursuant to which each such person has agreed, subject to the terms thereof, to vote all of their Shares in favour of the Transaction. Consequently, holders representing approximately 45.4% of the outstanding Shares have agreed to vote their Shares in favour of the Transaction.

“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,” said Robert Pace, Chair of the Board and Chair of the Special Committee. “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 Paul Jewer, President and Chief Executive Officer. “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. Umios’ commitment to keeping our headquarters in Nova Scotia and its plans to invest in our people and the business give us confidence that this is the right path forward for High Liner Foods and our stakeholders.”

“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. We look forward to working with the High Liner Foods team to realize that potential together.”

Strategic Rationale and Plans

Following closing, Umios intends to establish High Liner Foods as the core platform for its North American business, while maintaining the Company’s headquarters in Nova Scotia. Under the terms of the Arrangement Agreement, Umios has committed to maintaining High Liner Foods’ workforce and operations, established brands and customer relationships.

Umios plans to support continuity of High Liner Foods’ management team and work with it to invest in the Company’s processing, innovation and growth initiatives and drive its next phase of growth. The combination is expected to strengthen sourcing and procurement, broaden customer offerings and create a stronger platform for long-term growth, while preserving High Liner Foods’ important role in the communities in which it operates.

High Liner Foods will continue to operate independently until closing and remains focused on delivering its diverse branded and value-added seafood solutions to its North American retail and foodservice customers.

Special Committee and Board Recommendation and Process

The agreement follows a competitive sale process overseen by a special committee of independent directors (the “Special Committee”), with support from financial and legal advisors. The process was initiated following an unsolicited non-binding proposal to the Company and included a targeted market check of the parties considered most likely to be interested in acquiring the Company, the receipt of several non-binding proposals from potential purchasers, multiple rounds of bidding and consideration of the alternative of continuing to operate High Liner Foods independently.

Following the unanimous recommendation of the Special Committee, the Company’s Board of Directors (the “Board”) unanimously approved the Transaction and determined that it is in the Company’s best interests and fair to its shareholders. The Board unanimously recommends that shareholders vote in favour of the Transaction.

In reaching their conclusions, the Special Committee and Board considered, among other factors the offer’s substantial premium, certainty of cash value, committed financing, terms and conditions, and Umios’ plans and commitments for High Liner Foods, as well as the competitive nature of its review process.

In connection with the review and consideration of the Transaction, the Company engaged BMO Capital Markets as its financial advisor and the Special Committee engaged Ernst & Young LLP as its independent financial advisor to provide an independent fairness opinion. Both BMO Capital Markets and Ernst & Young LLP provided a verbal opinion to the Special Committee and to the Board that, as of October 26, 2026, subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by the shareholders pursuant to the Transaction is fair, from a financial point of view, to such shareholders.

Transaction Details

The Transaction will be implemented through a court-approved plan of arrangement under the Companies Act (Nova Scotia). Completion is subject to approval by 75% of the votes cast by High Liner Foods shareholders at a special meeting of shareholders called to consider the Transaction expected to be held in December 2026 (the “Meeting”), court approval, applicable regulatory approvals or clearances and other customary closing conditions.

High Liner Foods will be subject to a non-solicitation covenant with customary “fiduciary out” provisions under the terms of the Arrangement Agreement. The Arrangement Agreement contains other customary representations, warranties, covenants and closing conditions. A termination fee of C$28.1 million would be payable by the Company to Umios in certain circumstances, including in the context of a superior proposal supported by the Company.

Subject to receipt of the required approvals and satisfaction or waiver, where permitted, of the closing conditions, the Transaction is expected to close in the first quarter of 2027. Prior to closing the Company will continue to pay its regular quarterly dividend on its Shares.

Following completion, the Shares are expected to be delisted from the TSX, and the Company is expected to make an application to cease to be a reporting issuer in applicable Canadian jurisdictions.

Additional Information

A management information circular containing the background to the Transaction, the reasons for the recommendation of the Special Committee and the Board, fairness opinions and voting instructions will be mailed to shareholders in advance of the Meeting and filed under High Liner Foods’ profile on SEDAR+ at www.sedarplus.ca.

The Arrangement Agreement will also be filed on SEDAR+. Shareholders are encouraged to read both documents when available.

Advisors

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. Norton Rose Fulbright is acting as legal counsel to the Company. Goodwin Procter LLP is acting as US legal counsel to the Company and Stewart McKelvey is acting as Nova Scotia counsel to the Company. Gagnier Communications is acting as communications advisor to the Company.

Greenhill, a Mizuho affiliate, is serving as exclusive financial advisor to Umios. Borden Ladner Gervais LLP is Canadian legal counsel, and Nishimura & Asahi is Japanese legal counsel to Umios.

The Special Committee of Thornridge engaged Morrison Park Advisors as financial advisor and Bennett Jones LLP as legal counsel.

Early Warning Disclosure by Thornridge Holdings Limited

As at the date hereof, Thornridge owns 11,586,124 Shares, representing approximately 41.4% of the issued and outstanding Shares, and currently files early warning reports pursuant to the requirements of National Instrument 62-104 – Take-Over Bids and lssuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and lnsider Reporting Issues with respect to the Company. An amended early warning report, stating that Thornridge has entered into a support and voting agreement with the Purchaser and Umios pursuant to which it has agreed to vote in favour of the Transaction at the Meeting, will be filed with the applicable securities commissions and will be made available on SEDAR+ at www.sedarplus.ca. A copy of the early warning report may be obtained by contacting C. Robert Gillis, President of Thornridge at 1-902-835-9525.

About High Liner Foods

High Liner Foods Incorporated is a leading North American processor and marketer of value-added frozen seafood. High Liner Foods’ retail branded products are sold throughout the United States and Canada under the High Liner, Sea Cuisine, Mrs. Paul’s, Van de Kamp’s, Fisher Boy, C. Wirthy, Mirabel and Catch of the Day labels, and are available in most grocery and club stores. The Company also sells branded products to restaurants and institutions under the High Liner, Mirabel, Icelandic Seafood and FPI labels and is a major supplier of private-label value-added seafood products to North American food retailers and foodservice distributors. High Liner Foods is a publicly traded Canadian company, trading under the symbol HLF on the Toronto Stock Exchange.

For further information about the Company, please visit our website at www.highlinerfoods.com or send an e-mail to investor@highlinerfoods.com. 

About Umios

Umios operates across the seafood value chain, from wild-capture fisheries and aquaculture to processing, distribution and branded consumer products. Listed on the Tokyo Stock Exchange, it has operations in Japan, North America, Europe and Asia and annual net sales of approximately C$10 billion.

Forward-Looking Statements

Certain statements contained in this press release constitute “forward-looking information” within the meaning of applicable securities laws, including the provincial securities laws in Canada, and are based on expectations, estimates and projections as of the date on which the statements are made in this press release. These statements relate to future events or future performance and reflect the Company’s expectations and assumptions regarding the growth, results of operations, performance, business prospects and opportunities of the Company. In addition, any statements that refer to intentions, plans, projections or other characterizations of future events or circumstances contain forward-looking information. Forward-looking statements are often, but not always, identified by the use of words such as “may”, “would”, “could”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “pursue”, “continue”, “seek”, or the negative of these terms or other similar expressions concerning matters that are not historical facts.

Specific forward-looking statements in this press release include, but are not limited, to statements regarding: the reasons of the Special Committee and the Board for entering into the Arrangement Agreement, the anticipated benefits of the Transaction for the Company, its employees, business partners, shareholders and other stakeholders, including, plans, objectives, expectations and intentions of Umios or the Company, the undertakings of Umios with respect to the Company’s operations and stakeholders, the terms and conditions of the Arrangement Agreement, the Consideration and premium to be received by Shareholders, the anticipated timing and the various steps to be completed in connection with the Transaction, including receipt of Shareholder and Court approvals, the anticipated timing of closing of the Transaction, the anticipated delisting of the Shares from the TSX and the Company making an application to cease to be a reporting issuer under Canadian securities laws.

Forward-looking statements are necessarily based upon management’s beliefs, assumptions, estimates, opinions and perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by management as of the date hereof are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being incorrect. In addition to any other factors and assumptions set forth herein, the material factors and assumptions used to develop the forward-looking information include, but are not limited to: that the Transaction will be completed on the terms currently contemplated, and in accordance with the timing currently expected; that all conditions to the completion of the Transaction will be satisfied or waived and the Arrangement Agreement will not be terminated prior to the completion of the Transaction; and various assumptions and expectations related to premiums to the trading price of Shares and returns to Shareholders. The anticipated dates indicated may change for a number of reasons, including the necessary regulatory, court and shareholder approvals, the necessity to extend the time limits for satisfying the other conditions for the completion of the Transaction or the ability of the Board to consider and approve, subject to compliance by the Company of its obligations under the Arrangement Agreement, a superior proposal for the Company. A change affecting an assumption can also have an impact on other interrelated assumptions, which could increase or diminish the effect of the change. Forward-looking statements are presented for the purpose of assisting investors and others in understanding certain key elements of the Company’s current objectives, strategic priorities, expectations and plans, and in obtaining a better understanding of the Company’s business and anticipated operating environment.

Forward-looking information is inherently subject to risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections, or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A number of known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, could cause actual events, performance, or results to differ materially from what is disclosed in, projected in or implied by such forward-looking statements. Moreover, the proposed Transaction could be modified or the Arrangement Agreement terminated in accordance with its terms. Should one or more of these factors, risks or uncertainties materialize or should the assumptions underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. Such factors include, without limitation: (a) the failure of the parties to obtain any necessary regulatory approvals or the required Shareholder and Court approvals or to otherwise satisfy the conditions to the completion of the Transaction, and failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; (b) Umios’ ability to complete the anticipated debt financing as contemplated by the debt commitment letter or to otherwise secure favourable terms for alternative financing; (c) the Arrangement Agreement restricts the Company from taking specified actions until the Transaction is completed without the Purchaser’s consent, which may prevent the Company from pursuing or attracting business opportunities or carrying out actions that could be beneficial to the Company or the Shareholders; (d) the non-solicitation provisions of the Arrangement Agreement and the Purchaser’s right to match may discourage other parties from proposing a competing transaction; (e) significant Transaction costs or unknown liabilities; (f) litigation relating to the Transaction may be commenced which may prevent, delay or give rise to significant costs or liabilities; (g) the Arrangement Agreement may be terminated prior to its consummation in accordance with the terms thereof; (h) the Company may be required to pay the Termination Fee to Umios in certain circumstances if the Transaction is not completed or if the Arrangement Agreement is terminated by the Company to accept a Superior Proposal; (i) directors and officers of the Company may have interests in the Transaction that may be different from those of Shareholders generally; (j) the focus of management’s time and attention on the Transaction may detract from other aspects of the Company’s business; (k) the tax treatment of the Transaction may be subject to uncertainties; (l) credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Transaction, including changes in general economic conditions, interest rates or tax rates; (m) the market price of the Shares may be materially adversely affected if the Transaction is not completed or its completion is materially delayed; and (n) failure to realize the expected benefits of the Transaction. If the Transaction is not completed, and the Company continues as a publicly-traded entity, there are risks that the announcement of the Transaction and the dedication of substantial resources of the Company to the completion of the Transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, pursuant to the terms of the Arrangement Agreement, the Company may, in certain circumstances, be required to pay a fee to Umios the result of which could have an adverse effect on its financial position. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to the Company or that it presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. If any of these risks materialize, or if any of the assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained herein.

The risk factors above are not intended to represent a complete list of the factors that may affect the Company and its forward-looking statements. Additional information about the risk factors to which the Company is exposed to is provided in the Annual Information Form dated February 25, 2026, which is available on SEDAR+ (www.sedarplus.ca).

There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are made as of the date of this press release or, in the case of documents referenced herein, as of the date of such documents and are provided for the purpose of providing information about management’s expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. All forward-looking statements in this press release are qualified by these cautionary statements.

 

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SOURCE High Liner Foods Incorporated