Canadian outdoor and lifestyle brand Roots Corp. has agreed to be taken private by Marquee Brands, the U.S. brand management company that owns Body Glove, Dakine, Stance and Totes/Isotoner in the active and outdoor space, in a partnership with JM&A Design and Development. Under the agreement, shareholders will receive C$4.10 (US$2.98) in cash for every common share held for a purchase price of C$160.7 million ($117 million).

JM&A is led by Joseph Mimran, co-founder of Club Monaco and founder of Joe Fresh; and Frank Rocchetti, a former executive at Loblaw and Sears Canada and co-owner of Tilley Endurables.

The sale comes as Roots, on March 3, said its Board of Directors has commenced a review of strategic alternatives to identify opportunities to maximize value for all shareholders, including a potential sale. Roots said the offering price represents a 36 percent premium to the stock’s closing price as of March 2. The Roots board has unanimously recommended that shareholders vote in favor of the transaction.

“Taking on Roots is an incredible honour, and our strategic partnership with JM&A ensures the brand remains anchored in Canadian culture,” said Heath Golden, CEO of Marquee Brands. “With that foundation in place, we see significant global opportunity to extend Roots into new categories, markets and consumer segments, while remaining true to all that makes the brand distinctive.”

As Roots’ core operating partner, JM&A will oversee the design, development, manufacturing and distribution of men’s and women’s lifestyle apparel and assume responsibility for retail and e-commerce operations across Canada and the United States, including the Roots fleet of more than 100 North American stores. Under this structure, the brand will remain in Canada, “guided by Canadian operating leadership who understand the Roots customer as well as the brand’s heritage and its enduring place in Canadian culture.” Marquee Brands will focus on global brand stewardship and expansion, as well as new category development.

Founded in 1973, Roots’s North American store base includes more than 100 stores in Canada, as well as two in the U.S. in Park City, UT; and Birmingham, MI. It also has over 100 partner-operated stores across Asia.

“Few brands are as deeply connected to Canada’s identity as Roots,” said Mimran, president and creative director of JM&A. “The opportunity is to build from that strength with renewed focus on product, merchandising and the customer experience, while remaining true to the character that has made Roots so distinctive. Frank and I look forward to leading the business from Canada in partnership with Marquee Brands and positioning the brand for its next phase of growth.”

“This transaction is a strong endorsement of the Roots brand and the momentum behind our business,” said Meghan Roach, president and CEO of Roots. “Over the past several years, we have restored Roots to a position of strength, with a distinctive Canadian identity that resonates with customers here and around the world. This transaction brings together Marquee Brands’ global brand-building platform and JM&A’s operational leadership to position Roots for its next chapter of growth. Roots remains proudly Canadian, and we are excited to build on our heritage and pursue the significant growth opportunities ahead.”

Transaction Highlights and Board Recommendation
Roots said its strategic review process was overseen by the board of directors of Roots, advised by qualified legal and financial advisors. The strategic review process involved outreach to a broad pool of potential acquirers and resulted in multiple proposals.

Searchlight Capital Partners, L.P. and Kernwood Limited and all directors and senior officers of the company, representing approximately 69 percent of the total voting interest, have entered into agreements to vote in favour of the transaction.

Marquee Brands, owned by funds managed by global investment manager Neuberger, “brings a proven track record of scaling timeless lifestyle brands” with 24 brands, $5+ billion in global retail equivalent sales, and a network of partners in more than 100 countries. Its portfolio of brands includes Roberto Cavalli, BCBG Maxazria, Bruno Magli, A Pea in the Pod, Martha Stewart, Laura Ashley, Sur La Table, Emeril Lagasse, Cook’s Country, Cook’s Illustrated, America’s Test Kitchen, Food52, Just Cavalli, BCBG, Ben Sherman, Isotoner, Anti Social Social Club, Motherhood, Destination Maternity, Stance, Totes, Dakine ,and Body Glove.

Roots said JM&A’s operational leadership “brings deep global fashion expertise and a proven record of building iconic brands from Canada, ensuring Roots Canadian identity remains at the heart of the business.” Further, Roots said private ownership “provides the optimal structure for Roots to pursue long-cycle investment decisions in its next chapter of growth, with its headquarters remaining in Toronto.”

In consultation with its financial and legal advisors, the Board is unanimously recommending that Shareholders vote in favour of the transaction at the special meeting of Shareholders that will be held to approve the transaction. In reaching its recommendation, the Board considered, among other things, the “compelling all-cash consideration, the results of a comprehensive arm’s length process, and a fairness opinion from J.P. Morgan Securities Canada Inc. confirming that, as of August 20, 2026, and subject to the assumptions, limitations and qualifications to be set forth in the fairness opinion, the consideration to be paid to the holders of the Common Shares in the transaction is fair, from a financial point of view, to such holders.”

Under the terms of the transaction, JM&A will acquire all issued and outstanding common shares of Roots and shareholders will receive C$4.10 per share in cash. The completion of the transaction is subject to the approval of at least two-thirds of votes cast by shareholders. The company expects to hold a special meeting of shareholders in October of 2026, with closing targeted for the fourth quarter of 2026, subject to court approval,  Upon completion, Roots’ common shares will be delisted from the Toronto Stock Exchange.

Advisors
J.P. Morgan is acting as exclusive financial advisor and Torys LLP is acting as legal advisor to Roots. RBC Capital Markets and Raymond James served as financial advisors, Greenberg Traurig acted as legal advisor and Miller Thomson acted as Canadian legal advisor to Marquee Brands. Bank of Montreal led the financing for JM&A, Fasken Martineau DuMoulin acted as legal advisor and Fazzari Partners acted as tax advisor. Osler, Hoskin & Harcourt LLP is acting as legal advisor to Searchlight Capital Partners L.P.

Image courtesy Roots