Nova Scotia-based seafood processor High Liner Foods (HLF-T) has agreed to an all-cash acquisition by Japan-based Umios, offering shareholders $27 per share.

Under the deal, Umios, one of the world's largest seafood companies, will acquire all outstanding shares. The deal values the company at $804 million on a fully diluted equity basis, or $1.25 billion on an enterprise value basis, according to a news release.

“We know Umios through a longstanding commercial relationship, and Umios knows the value of our expertise, brands and customer relationships,” Paul Jewer, president and chief executive officer of High Liner, said in the release.

“Joining a global seafood leader gives us the scale, sourcing capabilities and investment capacity to pursue our ambitions in an industry poised for growth.”

The offer represents a 79 per cent premium over High Liner’s share price as of Oct. 23.

Will maintain headquarters in Nova Scotia

Umios has established 4856442 Nova Scotia Limited, a newly formed, wholly owned subsidiary of Umios incorporated in Nova Scotia.

Thornridge Holdings Limited holds approximately 41.4 per cent of the outstanding shares and has agreed to sell its interest.

“As part of our competitive review process, we assessed competing proposals alongside the company’s prospects as an independent business and concluded that Umios’ offer represents the best value for shareholders while supporting High Liner Foods’ next phase of growth,” Robert Pace, chair of the board and chair of the special committee, said.

Umios will make High Liner Foods the “core platform” for its North American business, while maintaining its headquarters in Lunenberg, N.S.

“Umios’ commitment to keeping our headquarters in Nova Scotia and its plans to invest in our people and the business give us confidence that this is the right path forward for High Liner Foods and our stakeholders,” Jewer said.

Umios will maintain the company’s workforce and operations, established brands and customer relationships, it said.

Umios made $9.63 billion in sales in 2024 and has 12,454 employees operating in 70 countries and regions. It says it has been in business for more than 145 years.

“Our offer reflects that strategic value, delivering a compelling return to High Liner Foods shareholders while creating opportunities for long-term growth and value creation for Umios. We look forward to working with the High Liner Foods team to realize that potential together,” Daisuke Yasuda, representative director and president of Umios, said in the release.

“High Liner Foods brings the capabilities and expertise needed to advance our North American growth strategy.”

High Liner's latest financials

High Liner’s adjusted EBITDA rose by US$5.1 million, or 20.3 per cent, to reach US$30.2 million in Q2. Its sales were US$269.3 million in the quarter, which was up from US$239.6 million in the same period last year.

The company sells various brands such as High Liner, Sea Cuisine, Mrs. Paul's, Van de Kamp's, Fisher Boy, C. Wirthy, Mirabel and Catch of the Day.

The deal is subject to approval from 75 per cent of the votes cast by High Liner Foods shareholders at a special meeting expected to be held in December, the company said. It also includes a termination fee of $28.1 million High Liner Foods would pay to Umios.