SunOpta Acquires Dahlgren & Company, Inc.

The combination of the Dahlgren business with SunOpta's existing confection sunflower business is expected to be synergistic and will create one of the largest confection sunflower businesses in the world.

Nov 9 2010 --- SunOpta Inc. announced that it has signed definitive agreements to acquire 100% of the outstanding shares of Dahlgren & Company, Inc., on a debt free basis, for cash consideration of $44 million, subject to normal post closing adjustments, plus an earn-out based on pre-determined targets over the next two years. The transaction is expected to be completed by the close of business today.

Dahlgren was founded in 1955 and is headquartered in Crookston, Minnesota. With four strategically located operating facilities in Minnesota, North Dakota and South Dakota, supported by a staff of approximately 150 employees, Dahlgren is an integrated processor and global supplier of confection sunflower seed products including in-shell and kernel products, roasted sunflower and soy nuts, bird food, hybrid seed and other miscellaneous products. Dahlgren serves a number of sectors including the snack food, bakery, food ingredients and bird feed industries. Approximately 40% of its products are marketed internationally to customers in Europe, Asia, Australia, Canada and South America and in addition the business sells to customers in every state in the United States.

Dahlgren has annualized revenues of approximately $80 million and has been a consistently profitable business. The three owners of the business, Thomas Miller, Charles Considine and Timothy Egeland are all industry veterans who will remain with the business following the transaction. The combination of the Dahlgren business with SunOpta's existing confection sunflower business is expected to be synergistic and will create one of the largest confection sunflower businesses in the world, with extensive vertically integrated operating capabilities via operations in North America and China. The transaction is expected to be immediately accretive to SunOpta's earnings and will be financed through existing banking facilities.

Tom Miller, CEO of Dahlgren commented, "We are excited to be joining forces with SunOpta as we believe our companies have similar values, a common understanding of our markets and products, and a commitment to product innovation and customer service. Tim, Charlie and I want to express our sincere appreciation to our dedicated employees for their hard work and commitment and we look forward to working with them as part of the SunOpta family."

Allan Routh, President of the SunOpta Grains and Foods Group commented, "We are very pleased to have completed this transaction with the owners of Dahlgren. Dahlgren is a globally respected company in the confection sunflower industry and a business we know well and have long admired. We are delighted that Tom Miller, Charles Considine and Tim Egeland and the other talented Dahlgren employees will continue in the business, and we look forward to combining forces with them as a leading global player in the confection sunflower industry. The acquisition provides our combined operations with the size and scale required to be a key player in growing domestic and international markets. We are very excited to add value and grow the sunflower business working with the Dahlgren team."

Steve Bromley, President and Chief Executive Officer of SunOpta Inc. commented, "The combination of Dahlgren's extensive vertically integrated capabilities in confection sunflower with our existing sunflower operations creates a leading worldwide confection sunflower business, with a focus on vertically integrated and value-added healthy food products. This acquisition is consistent with our strategy to grow our core value-added natural and organic foods platform, creating strong market positions in niche categories, while at the same time continuing to focus on continuous improvement and the divestiture of non-core businesses. We welcome the Dahlgren team to the SunOpta family."