Maple Leaf Foods Provides Update on Previously Announced Spin-Off of Pork Operations

TSX: MFI
www.mapleleaffoods.com 

Company enters into pre-transaction agreements to support the execution of the spin-off and secures interim court order for shareholder meeting to be held on June 11, 2025
Meeting materials for the shareholder meeting to be filed May 12, 2025 
Management team for Canada Packers Inc. announced
Shareholders who have questions or need assistance should contact Maple Leaf Foods' proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 or by email at [email protected]

MISSISSAUGA, ON, May 1, 2025 /CNW/ - Maple Leaf Foods Inc. (TSX: MFI) ("Maple Leaf Foods" or the "Company") today announced that, in connection with the previously announced spin-off of its pork operations to form Canada Packers Inc. (the "Transaction"), it has secured the necessary interim court order authorizing, among other things, the holding of the annual and special meeting of shareholders on June 11, 2025 (the "Meeting") to approve the Transaction, and has entered into certain pre-transaction agreements (the "Pre-Transaction Agreements"). As the Company takes these important steps to advance the Transaction, it has also announced the senior management team that will lead Canada Packers Inc., as an independent public company.

Canada Packers Logo (CNW Group/Maple Leaf Foods Inc.)

Benefits of the Transaction
The Transaction is a key step in advancing the Company's strategic Blueprint. Upon completion of the Transaction, Maple Leaf Foods will enter a bold new chapter as a focused, purpose-driven, and protein-centric consumer packaged goods company, and Canada Packers Inc. will emerge as a new independent public company that will be unleashed as a global leader in sustainably produced, premium quality, value-added pork products, with diversified revenue streams and a resilient business structure. Both companies will be uniquely positioned to meet the world's growing demand for sustainable protein, creating value for all stakeholders.

Maple Leaf Foods' Board of Directors, a special committee of independent directors, acting with the advice and assistance of their respective financial, legal and tax advisors, and management, have carefully evaluated the Transaction and believe it is in the best interests of Maple Leaf Foods, fair to the public shareholders and the most attractive value creation opportunity available.

Among the many benefits that the Company expects to realize through the Transaction include:

• Enhanced Strategic Focus
• There is currently untapped value creation potential in its pork operations that cannot be fully unlocked in the context of the current integrated corporate structure. As a stand-alone company, Canada Packers Inc. will focus on optimizing its operations and will be positioned to pursue its significant opportunities in key global markets, including leveraging its ability to appeal to niche, premium and specialty markets. Maple Leaf Foods will focus on growing its protein operations in North America, building on the strength of its brands and delivering cost-effective operational excellence, all while continuing to execute its sustainable meats strategy.
• Distinct Investment Propositions to Unlock Shareholder Value
• Maple Leaf Foods believes its trading multiple is currently misaligned with the underlying value of its portfolio mix, and that this Transaction creates an opportunity to capture a higher sum-of-the-parts value over time as investors will have increased visibility into each business and their respective value propositions and growth strategies.
• More Focused Investments for Shareholders
• Completion of the Transaction will allow shareholders to retain similar economic exposure to the status quo but through two more focused investment opportunities, each with unique investment theses: Maple Leaf Foods as a market-leading, branded protein consumer packaged goods company, and Canada Packers as an integrated, value-added pork company with a diversified sales mix and global reach.
• Mutually Optimized Supply Chain Opportunities
• By entering into an evergreen supply agreement as part of the Transaction, Maple Leaf Foods will have access to a stable supply of the particular cuts of sustainably produced, quality pork it requires for its Prepared Foods operations, and Canada Packers will benefit from having Maple Leaf Foods as its anchor North American customer, while being able to optimize the entire hog through its global sales strategy and integrated business model.

Pre-Transaction Agreements
The Transaction will be implemented as a tax-free "butterfly reorganization" by way of a plan of arrangement under the Canada Business Corporations Act.  As part of advancing this structure, the Company has entered into two agreements: the first being an arrangement agreement (the "Arrangement Agreement") which, among other things, sets out the steps to effect the Transaction; and the second being a tax matters agreement (the "Tax Matters Agreement") with Michael H. McCain, McCain Capital Inc. and Jonathan W.F. McCain (the "McCain Parties") which contains a number of covenants and representations related to compliance with the "butterfly" rules in Section 55 of the Income Tax Act (Canada).

In addition, the Company and the McCain Parties have entered into voting support agreements (the "Voting Support Agreements") pursuant to which, among other things, each McCain Party has agreed to vote or cause to be voted the Maple Leaf Foods common shares owned, directly or indirectly, by each such McCain Party in favour of the special resolution to approve the Transaction at the Meeting. The McCain Parties currently collectively own an aggregate of 49,088,794 Maple Leaf Foods common shares, representing approximately 39.60% of the outstanding shares.

Copies of these Pre-Transaction Agreements will be available on SEDAR+ at www.sedarplus.ca when the Company files its Management Information Circular (the "Circular") on May 12, 2025, with the Arrangement Agreement and the Tax Matters Agreement being schedules to the Circular, and the Voting Support Agreements being filed separately. 

Conditions to Completing the Transaction
Completion of the Transaction is subject to certain conditions, including shareholder approval, TSX approval, final court approval, and receipt of an advance income tax ruling from the Canada Revenue Agency. Subject to the satisfaction of these and the other conditions, the Transaction is on pace to close in the second half of 2025 as expected.

Canada Packers Management Team
On completion of the Transaction, the Canada Packers Inc. management team will include:

• Dennis Organ (President and Chief Executive Officer)
• Deepak Bhandari (Chief Financial Officer)
• Lance Mistelbacher (Senior Vice President, Commodities and Risk Management)
• Jonathan Sawatzky (Senior Vice President, Hog Production and Procurement)
• David Typer (Senior Vice President, Sales and Product Optimization)
• Mauricio Alanis (Vice President, Sustainability)
• LeeAnn Peters (Vice President, Food Safety Quality Assurance (FSQA), and Animal Care)
• Dezi Singh (Vice President, People)

This management team brings a depth of industry experience and expertise to Canada Packers Inc., positioning it to execute its strategy as a leading Canadian pork producer and processor, focused on delivering premium and value-added products.

Further Meeting Information
Shareholders will be asked to approve the Transaction at the Meeting which will be held on June 11, 2025 at 9:00 am E.T. Shareholders who have questions or need assistance with voting their shares may contact Maple Leaf Foods' shareholder communications advisor and proxy solicitation agent:

Laurel Hill Advisory Group
Toll Free: 1-877-452-7184 (for shareholders in North America)
International: [phone] (for shareholders outside Canada and the US)
By Email: [email protected] 

About Maple Leaf Foods Inc.
About Maple Leaf Foods Inc. Maple Leaf Foods is a leading protein company responsibly producing food products under leading brands including Maple Leaf^®, Maple Leaf Prime^®, Maple Leaf Natural Selections^®, Schneiders^®, Mina^®, Greenfield Natural Meat Co.^®, Lightlife^® and Field Roast™. The Company employs approximately 13,500 people and does business primarily in Canada, the U.S. and Asia. The Company is headquartered in Mississauga, Ontario and its shares trade on the Toronto Stock Exchange (MFI).

Forward-Looking Statements
This document contains, and the Company's oral and written public communications often contain, "forward-looking information" within the meaning of applicable securities law. These statements are based on current expectations, estimates, projections, beliefs, judgements and assumptions based on information available at the time the applicable forward-looking statement was made and in light of the Company's experience combined with its perception of historical trends. Such statements include, but are not limited to, statements with respect to objectives and goals, in addition to statements with respect to timing, execution, implications, benefits, risks, returns, opportunities, structure, approvals, value proposition and business model associated with the proposed separation of the Company into two independent public companies, as well as the Company's overall plans, actions and strategies. Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "could", "would", "believe", "plan", "intend", "design", "target", "undertake", "view", "indicate", "maintain", "explore", "entail", "schedule", "objective", "strategy", "likely", "potential", "outlook", "aim", "propose", "goal", and similar expressions suggesting future events or future performance. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict.

Specific forward-looking information in this document may include, but is not limited to statements with respect to: the Transaction; the benefits of the Transaction, the ability to complete the Transaction on a tax-free basis; the expected composition of the Canada Packers In. management team; the timing of the Meeting and mailing of Meeting materials; the timing of the closing of the separation of Canada Packers Inc.; the ability to satisfy the conditions and secure necessary approvals, rulings and consents in connection with the Transaction and the timing of receipt thereof; and the timing and receipt of shareholder approval in respect of the Transaction.

These statements are based on and were developed using a number of assumptions including, but not limited to expectations and assumptions concerning the timing and completion of the Transaction.  Readers are cautioned that these assumptions may prove to be incorrect in whole or in part and actual results may differ materially from those anticipated in any forward-looking statements.

Factors that could cause actual results or outcomes to differ materially from the results expressed, implied, or projected in the forward-looking statements contained in this document include, among other things, risks associated with the following: the Transaction not proceeding as expected, including as a result of regulatory, market or other factors; the conditions of the Transaction not being satisfied, approvals or rulings not being secured on acceptable terms or at all; the possibility that the Transaction will not be completed within the anticipated time period or at all; and other factors as set out under the heading "Risk Factors" in the Company's Management Discussion and Analysis for the year ended December 31, 2024, which is available on SEDAR+ at www.sedarplus.ca. The Company cautions readers that the foregoing list of factors is not exhaustive.

All forward-looking statements included herein speak only as of the date hereof. Unless required by law, the Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements contained herein are expressly qualified by this cautionary statement.

SOURCE Maple Leaf Foods Inc.

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