The latest news, trends, analysis, interviews and podcasts from the global food and beverage industry
Canadian controlled-environment agriculture company Green Rise Foods is set to be acquired by Pereira Verde, an entity owned and controlled by two of the company’s senior executives.
Under the definitive arrangement agreement, Pereira Verde will acquire all outstanding Green Rise Foods shares not already held by Vincent Narang, director and co-founder, George Hatzoglou, chief financial and chief operating officer, and certain associated shareholders.
The all-cash transaction values Green Rise’s equity at approximately C$20.48 million on a fully diluted basis and gives the company a total transaction value of approximately C$61 million, including net debt.
Shareholders will receive C$0.43 in cash for each share, subject to a potential adjustment of up to C$0.02 per share based on the company’s working capital at the time of completion.
The offer represents a 16.2% premium to Green Rise’s closing share price on the TSX Venture Exchange on 16 October 2026 and a 23.4% premium to its 20-day volume weighted average price.
It also represents a 79.2% premium to the company’s closing share price on 1 May 2026, before Green Rise announced the launch of a strategic review process.
Green Rise operates 89 acres of controlled-environment agriculture (CEA) greenhouses, producing fresh produce under the SUNSET brand for distribution partner Mastronardi Produce.
The company said its greenhouse operations are focused on producing locally grown fresh produce while using bee pollination.
The proposed acquisition follows a strategic review initiated by Green Rise’s independent special committee in May 2026 to assess potential strategic alternatives and maximise shareholder value and liquidity.
Enrico (Rick) Paolone, chair and interim CEO of Green Rise Foods, said: “The Transaction is a result of a thorough strategic review process conducted by the Special Committee. We are pleased to have reached an agreement with Pereira Verde, Vincent Narang and George Hatzoglou for a sale transaction that provides a strong outcome for shareholders.”
The company’s special committee unanimously recommended that the board approve the transaction, while the board, with Narang recusing himself, unanimously recommended that shareholders vote in favour of the deal.
Financial advisor Blair Franklin Capital Partners has provided a fairness opinion stating that the consideration is fair, from a financial point of view, to shareholders other than the excluded securityholders.
The transaction remains subject to shareholder, court and other regulatory approvals.
Green Rise expects to hold an annual and special shareholder meeting in early December 2026, with completion of the transaction anticipated later that month.
The deal requires approval from at least 66.67% of votes cast by shareholders, as well as 66.67% of votes cast by shareholders and option holders voting together. A simple majority of votes cast by shareholders excluding certain interested parties will also be required.
Pereira Verde has entered into voting support agreements with directors and officers holding approximately 23.11% of Green Rise’s outstanding shares and 22.65% of outstanding share options.
If completed, the transaction will result in Green Rise’s shares being delisted from the TSX Venture Exchange.
Separately, Green Rise has secured a C$1.2 million loan from Opus Financial, a company wholly owned and controlled by Paolone.
The loan will be provided through two C$600,000 advances, with the first made on 19 October and the second expected on 30 October.
The loan carries an annual interest rate of 6.57%, calculated and paid monthly, with the principal due at maturity on the earlier of 31 December 2026 or completion of the acquisition, subject to certain conditions.
Green Rise said the proceeds will be used for ordinary-course operating purposes and to reduce indebtedness under its bank operating line.
The loan is secured against the company’s personal property and is subordinated to existing security interests held by senior creditors, including Royal Bank of Canada.
The transaction with Pereira Verde and the related capital injection remain subject to the conditions and approvals outlined in the company’s announcements.
