TOP STORY: United Natural Foods Signs Definitive Agreement To Acquire the Canadian Food Distribution Assets of the SunOpta Distribution Group

United Natural Foods Inc. announced today that the Company has signed an agreement to acquire the Canadian food distrbution assets of the SunOpta Distribution Group business of SunOpta Inc. The deal totalled approximately (CDN)$68 million in cash, and is expected to close in June 2010. The SunOpta Distribution Group will operate in Canada as UNFI Canada Inc.
According to UNFI, the acquisition is strategic: "As Canada's largest distributor of organic, natural, kosher and specialty foods, the pending acquisition of the SDG business will provide UNFI with an immediate platform for growth in the Canadian market."
According to a release from SunOpta, SunOpta will retain the natural health products distribution and manufacturing assets which represent the balance of the assets in SDG. Active employees currently directly involved in the Canadian food distribution operations will be offered employment with UNFI, the leading distributor of natural, organic and specialty foods in the United States. Regarding the transaction, Steve Bromley, President and Chief Executive Officer of SunOpta, commented, "In 2002, we started to build our natural, organic and specialty food and natural health products distribution business in Canada. We are very proud of the attractive platform that has been put in place. Divesting the food distribution assets is an important milestone in our strategy to focus on our core food manufacturing platform, strengthening our balance sheet and positioning SunOpta for the future."

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UNFI Press Release:

United Natural Foods Signs Definitive Agreement To Acquire the Canadian Food Distribution Assets of the SunOpta Distribution Group
UNFI Will Become Canada's Largest Distributor of Organic, Natural and Specialty Foods

PROVIDENCE, R.I., May 11, 2010 /PRNewswire via COMTEX/ --United Natural Foods, Inc. (Nasdaq: UNFI) today announced that it has entered into a definitive agreement to acquire the Canadian food distribution assets of the SunOpta Distribution Group business ("SDG") of SunOpta Inc. (Nasdaq: STKL, TSX: SOY), for total consideration of approximately CDN $68 million in cash. The transaction is subject to customary closing conditions and is expected to close by early June 2010. Upon closing, the SDG business will be operated through a wholly-owned subsidiary of UNFI, and will operate in Canada as UNFI Canada, Inc.

This acquisition is strategic for UNFI.

As Canada's largest distributor of organic, natural, kosher and specialty foods, the pending acquisition of the SDG business will provide UNFI with an immediate platform for growth in the Canadian market.

Founded in 2002, SDG serves approximately 6,000 customer locations, 15,000 SKU's and 5 distribution centers utilizing leading edge technology. SDG has enjoyed solid market demand over the last several years and achieved 2009 revenues in excess of CDN $175 million.

SDG will continue to be headquartered in Toronto, Ontario.

"This acquisition is the latest step in our strategy to grow our Specialty Foods and Organic business," commented Steve Spinner, UNFI's President and Chief Executive Officer. "We are excited about entering the dynamic Canadian market and feel terrific about welcoming SDG to our organization. Both companies have a rich history of commitment to sustainability, integrity and philanthropy."

"We are very excited to be joining with UNFI given its broad product array and outstanding commitment to customer support," said Roger Eacock, President of SDG. "This transaction offers us additional resources to expand our product offerings and serve more customers with greater efficiencies, utilizing items such as UNFI's substantial purchasing power and sophisticated inter-regional logistics system."

Steve Bromley, President and Chief Executive Officer of SunOpta, commented, "In 2002, we started to build our natural, organic and specialty food and natural health products distribution business in Canada. We are very proud of the attractive platform that has been put in place. Divesting the food distribution assets is an important milestone in our strategy to focus on our core food manufacturing platform, strengthening our balance sheet and positioning SunOpta for the future. We have long admired UNFI's strong values and commitment to the natural, organic and specialty foods industry, and believe they will bring great value to the Canadian marketplace. We want to express our sincere appreciation to our dedicated employees for their years of hard work and dedication and wish them continued success under UNFI's leadership."

SunOpta Press Release:

SunOpta Enters Into an Agreement to Divest Canadian Food Distribution Assets

TORONTO, May 11, 2010 (GLOBE NEWSWIRE) -- SunOpta Inc. ("SunOpta" or the "Company") (Nasdaq:STKL) (TSX:SOY) today announced that it has entered into a definitive agreement with United Natural Foods, Inc. ("UNFI") and a wholly-owned subsidiary of UNFI to sell the Company's Canadian Food Distribution Assets for cash consideration of approximately CDN $68 million. The transaction is subject to certain customary closing conditions and is expected to be completed by early June 2010.

The Food Distribution Assets included in this transaction form part of the SunOpta Distribution Group ("SDG"). SunOpta will retain the natural health products distribution and manufacturing assets which represent the balance of the assets in SDG. Active employees currently directly involved in the Canadian food distribution operations will be offered employment with UNFI, the leading distributor of natural, organic and specialty foods in the United States.

For fiscal 2009, the SunOpta Distribution Group realized revenues of US $237.3 million. The Canadian food distribution operations generated revenues of US $169.6 million and positive operating earnings while the natural health products operations generated the balance of the revenues of US $67.7 million, realizing negative operating earnings due in most part to additional costs in the year related to the relaunch of a number of natural health products brands. The Company expects to realize a net gain on the sale of the Canadian food distribution assets, dependent upon a number of closing matters and related costs. In addition, the transaction is expected to have a small dilutive effect of $0.02 on earnings per share in 2010, prior to the expected gain on the sale. Net proceeds from the sale will be used to reduce existing debt.

"This acquisition is the latest step in our strategy to grow our organic and specialty foods business and represents an opportunity for UNFI to diversify its operations by entering into the Canadian market," commented Steve Spinner, President and Chief Executive Officer of UNFI. "We are excited about entering the dynamic Canadian market and feel terrific in welcoming this business to our organization."

Steve Bromley, President and Chief Executive Officer of SunOpta, commented, "In 2002, we started to build our natural, organic and specialty food and natural health products distribution business in Canada. We are very proud of the attractive platform that has been put in place. Divesting the food distribution assets is an important milestone in our strategy to focus on our core food manufacturing platform, strengthening our balance sheet and positioning the Company for the future. We have long admired UNFI's strong values and commitment to the natural, organic and specialty foods industry, and believe they will bring great value to the Canadian marketplace. We want to express our sincere appreciation to our dedicated employees for their years of hard work and dedication and wish them continued success under UNFI's leadership."