Roots Is Going Private in a Deal Led by Joe Mimran and Marquee Brands

The $4.10-a-share deal ends Searchlight Capital's decade as controlling shareholder and hands day-to-day control to a new Toronto-based operating company.

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Roots Corporation is leaving the public markets.

The Toronto based outdoor and lifestyle retailer announced Thursday that it has agreed to be acquired by Marquee Brands, the New York brand management firm, working alongside a new venture from longtime Canadian retail executives Joseph Mimran and Frank Rocchetti. Shareholders will receive $4.10 per share in cash, a 36 percent premium over where the stock closed on March 2, the day before Roots first disclosed it was exploring a sale.

The deal caps a strategic review that Roots launched in early March, after years of trading well below its 2017 initial public offering price of $12 a share. Roots shares climbed nearly 13 percent the day the review was announced, as investors bet the company, long seen as undervalued relative to its brand recognition in Canada, would eventually attract a buyer willing to pay up for the name.

Roots’ board has unanimously recommended shareholders vote in favour of the transaction. Searchlight Capital Partners, the private equity firm that has held a majority stake in Roots since 2015, along with the company’s directors and senior officers, have already committed to vote their shares in support. Together they represent roughly 69 percent of the total voting interest, giving the deal a clear path to approval.

Roots at CF Toronto Eaton Centre (Image: Dustin Fuhs)

For a company that has spent nearly a decade as a public company without matching its IPO price, the deal is as much a statement about the state of Canadian retail as it is about Roots itself. Under the new ownership structure, day to day control of the business shifts to JM&A Design and Development, the operating company formed by Mimran and Rocchetti, who will run design, merchandising, manufacturing and retail operations across Canada and the United States, including the brand’s roughly 100 North American stores.

Marquee Brands, backed by Neuberger Berman, will take a narrower role focused on international licensing and brand expansion, the kind of work it already does for a portfolio that includes Martha Stewart, Ben Sherman, Sur La Table and BCBG. The split is notable given how often heritage Canadian brands have lost their local footing after being sold to American buyers. In this case, Roots will keep its head office in Toronto, and the people running it day to day will be Canadian.

That distinction matters in a retail environment where Canadian shoppers have grown more attentive to where their favourite brands are actually made and managed, particularly amid ongoing trade tensions with the United States. Roots has leaned into its Canadian identity for years, and keeping that operational control at home is likely to be read as a deliberate move to protect the brand’s positioning with its core customer base.

Roots Outpost (Image: Dustin Fuhs)
Roots at CF Toronto Eaton Centre (Image: Dustin Fuhs)

Roots chief executive Meghan Roach said the transaction reflects the progress the company has made in recent years. “We have restored Roots to a position of strength, with a distinctive Canadian identity that resonates with customers here and around the world,” Roach said in a statement announcing the deal.

Roach has led Roots since 2020, first as interim CEO during the early months of the pandemic and then permanently that May, after moving up from the CFO role. She joined Roots from Searchlight Capital, the private equity firm that would go on to become the company’s controlling shareholder.

The company being sold at a premium, rather than quietly taken private at a discount, suggests the board and its advisors found real competition for the asset. J.P. Morgan ran the sale process on Roots’ behalf, and the company said it reached out to a broad pool of potential buyers before settling on the Marquee and JM&A partnership.

Tilley at Bayview Village (Image: Dustin Fuhs)

Joseph Mimran is not a newcomer to Canadian retail turnarounds. He built Club Monaco and Joe Fresh into national names before founding JM&A, which currently chairs Tilley Endurables, Kit and Ace, and Mastermind Toys & Coco Village. “Few brands are as deeply connected to Canada’s identity as Roots,” Mimran said in the announcement. “The opportunity is to build from that strength with renewed focus on product, merchandising and the customer experience.”

Frank Rocchetti, his longtime business partner, is expected to work alongside Mimran on the operating side of the business, a pairing the two have used before in earlier ventures. Their involvement is likely the clearest signal to Canadian retail watchers that Roots’ next phase will look different from a typical private equity exit, less about cost cutting and more about product and brand rebuilding.

Marquee Brands CEO Heath Golden framed the deal as a chance to take Roots global while protecting what makes it distinct at home. The company’s existing portfolio spans four categories, luxury, home and culinary, fashion and lifestyle, and active and outdoor, and generates more than $5 billion in global retail sales once its pending acquisitions close later this year.

Roots already has a footprint beyond North America worth building on. The company operates more than 100 partner run stores across Asia and sells through a dedicated storefront on Tmall in China, giving Marquee an existing base to expand from rather than a market entry to build from scratch.

Roots at Brookfield Place (Image: Dustin Fuhs)

The transaction still needs to clear several hurdles before it closes. Roots expects to hold a special shareholder meeting in October, where the deal will need approval from at least two thirds of votes cast, along with a separate majority vote excluding shares held by parties considered too close to the transaction under Canadian securities rules. The deal also requires clearance under the Competition Act and approval from the Ontario Court of Justice.

Assuming those approvals come through, closing is targeted for the fourth quarter of 2026. Once complete, Roots shares will be delisted from the Toronto Stock Exchange and the company will stop filing as a public reporting issuer, ending a run on the public markets that began with one of the more difficult retail debuts the TSX has seen in recent years.

For Toronto’s retail scene, the deal adds Roots to a growing list of homegrown brands finding new life under founder led or founder adjacent ownership rather than disappearing into a larger conglomerate. Whether that structure delivers the growth both sides are promising will likely become clearer once JM&A has had a full season to put its stamp on the stores.

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