Siskinds, LLP

Siskinds, LLP

February 11, 2010 06:00 ET

Proposed Class Action Settlement in SunOpta Inc. Securities Litigation

LONDON, ONTARIO--(Marketwire - Feb. 11, 2010) -

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

x
In re SUNOPTA INC. SECURITIES
LITIGATION

Master File No. 1:08-cv-00933-PAC

This Document Relates To:
ALL ACTIONS.

Court File No. 57453CP

ONTARIO
SUPERIOR COURT OF JUSTICE

B E T W E E N:

JOHN O'NEIL

Plaintiff

– and –

SUNOPTA, INC., STEVEN R. BROMLEY and JOHN H. DIETRICH

Defendants

Proceeding under the Class Proceedings Act, 1992

SUMMARY NOTICE OF PENDENCY AND CERTIFICATION OF CLASS ACTIONS, PROPOSED SETTLEMENT AND SETTLEMENT APPROVAL/FAIRNESS HEARINGS

TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED SUNOPTA INC. ("SunOpta") SECURITIES BETWEEN FEBRUARY 23, 2007 AND JANUARY 27, 2008, INCLUSIVE (THE "CLASS PERIOD"), OTHER THAN EXCLUDED PERSONS (THE "CLASS"). PLEASE READ THIS NOTICE CAREFULLY. YOUR RIGHTS MAY BE AFFECTED BY A PROPOSED SETTLEMENT OF THESE LAWSUITS.

This Summary Notice relates to the following actions: O'Neil v. SunOpta, Inc. et al., Court File No. 57453CP (the "Canadian Action"), in the Ontario Superior Court of Justice (the "Ontario Court"); and In re SunOpta Inc. Securities Litigation, Master File No. 1:08-cv-00933-PAC (the "U.S. Action" and, together with the Canadian Action, the "Actions"), in the United States District Court for the Southern District of New York (the "U.S. Court").

PROPOSED SETTLEMENT

The parties to the Actions have agreed to settle the Actions on behalf of the Class for USD $11,250,000 plus accrued interest, plus the agreement by SunOpta to adopt corporate governance enhancements, including amendments to its Audit Committee Charter and Internal Audit Charter with respect to, among other things, internal controls over financial reporting, and to adopt an Information Technology Conversion Policy (the "Settlement"). The Settlement will constitute a full and final resolution of all claims and causes of action raised, or which could have been raised, in the Actions (including known and unknown claims related to the facts referred to in the Actions) by Class Members against the Defendants and others, as provided in the Stipulation and Settlement Agreement dated September 23, 2009 (the "Stipulation"). A copy of the Stipulation may be reviewed at www.gilardi.com and www.nptricepoint.com or obtained by mail from the Claims Administrators by writing to the addresses listed below. For purposes of the Settlement only, the U.S. Court and the Ontario Court have respectively certified the U.S. Action and the Canadian Action as class actions. The Class described above represents the combined classes certified by the Courts for the purpose of this Settlement only. The class certified by the Ontario Court consists of all individuals or entities, other than specified excluded persons who purchased or otherwise acquired securities of SunOpta during the Class Period and either (i) were Canadian residents at the time of such purchase or acquisition; or (ii) purchased or acquired such SunOpta securities over the Toronto Stock Exchange (the "Canadian Class"). The Class certified by the U.S. Court is comprised of all individuals and entities who purchased or otherwise acquired securities of SunOpta during the Class Period, other than specified excluded persons and members of the Canadian Class (the "U.S. Class"). Persons specifically excluded from the Class are identified in the Stipulation and in the Notice of Pendency and Certification of Class Actions, Proposed Settlement and Settlement Approval/Fairness Hearings (the "Long Form Notice"), which you can obtain by following the instructions at the end of this notice.

NOTICE OF SETTLEMENT HEARINGS & MOTIONS FOR FEES

The Settlement is contingent on approval of both of the Courts. The U.S. Court will hold a hearing on May 17, 2010, in Courtroom 2-C of the Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, New York 10007, before the Honorable Paul A. Crotty, United States District Judge in respect of the U.S. Class. The Ontario Court will hold a hearing on May 3, 2010, at 10:30 a.m. in the Ontario Superior Court of Justice, 80 Dundas Street, London, Ontario N6A 6B3 before the Honourable Justice Tausendfreund in respect of the Canadian Class. Each hearing will be for the purpose of determining: (1) whether the Settlement should be approved as fair, reasonable and adequate and in the best interests of the respective Class Members; (2) whether, thereafter, the Actions should be dismissed with prejudice against the Defendants; and (3) whether the proposed plan of allocation of the net settlement proceeds is fair and reasonable and should be approved. Concurrently, Canadian Class Counsel and U.S. Lead Plaintiffs' Counsel (both defined below) will apply to the respective Courts for awards of legal fees and expenses incurred in connection with the Actions. The Courts expressly reserve the right to adjourn the hearings from time to time without any further written notice to the Class.

Full instructions concerning your rights to participate in the Settlement or to object to the approval of the Settlement, the proposed Plan of Allocation of the Settlement money, and/or to the fees and expenses sought by class counsel are contained in Long Form Notice. Objections should be sent to counsel (and for members of the U.S. Class only, to the U.S. Court as well) in the manner described in the Long Form Notice, and must be post-marked no later than April 12, 2010, to be effective.

OPTING OUT

If you are a member of the Class described above, your rights will be affected by the Settlement, if approved, and you will be bound by the terms of any Court order concerning the Actions, including releases of certain claims against the Defendants and others, unless you take steps to exclude yourself from the applicable class in the Canadian Action or the U.S. Action. If you wish to exclude yourself, you must mail a letter to the Claims Administrator stating you want to be excluded from your class in the manner described in the Long Form Notice. The letter must include your name, address, telephone number and signature and identify the number(s) of all of the securities of SunOpta you purchased or otherwise acquired during the Class Period, the stock exchange on which such securities were purchased, the number of SunOpta securities sold during this period, if any, and the dates of such purchases and sales. Requests for exclusion, to be effective, must be post-marked no later than April 12, 2010.

REQUIRED PROOF OF CLAIM TO SHARE IN SETTLEMENT

In order to be eligible for a distribution pursuant to the Settlement, if approved by the Courts, you must submit a Proof of Claim form to the Claims Administrator in the manner described in the Long Form Notice post-marked no later than June 11, 2010. If you do not return a signed and properly completed Proof of Claim form, you will still be bound by any judgment of the applicable Court even though you will not share in the Settlement money. Proof of Claim forms may be obtained as described below.

FOR MORE INFORMATION

This notice provides only a summary of matters concerning the Actions and the proposed Settlement. The Long Form Notice and Proof of Claim contain additional important information regarding the Settlement and related matters affecting Class Members' rights. You may obtain copies free of charge by contacting SunOpta Securities Litigation, c/o the Claims Administrators, at:

Canadian Address
PO Box 3355
London, ON N6A 4K3
1-866-432-5534
claims@nptricepoint.com
U.S. Address
PO Box 8040
San Rafael, CA 94912-8040
1-877-571-8653
classact@gilardi.com

Inquiries, other than requests for the Long Form Notice and Proof of Claim form, may be made to: Canadian Class Counsel: Michael G. Robb, Siskinds LLP, 680 Waterloo Street, P.O. Box 2520, London, ON N6A 3V8, (800) 461-6166, ext. 2380, www.classaction.ca; U.S. Lead Plaintiffs' Counsel: Samuel H. Rudman, Coughlin Stoia Geller Rudman & Robbins LLP, 58 South Service Road, Suite 200, Melville, NY 11747, (800) 449-4900, www.csgrr.com.

Employees of the Courts cannot answer questions about the Actions. Please direct all questions to the Claims Administrators or Canadian Class Counsel or U.S. Lead Plaintiffs' Counsel.

DATED: November 6,2009 BY ORDER OF THE ONTARIO SUPERIOR COURT OF JUSTICE
DATED: February 2, 2010 BY ORDER OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK

Contact Information

  • SunOpta Securities Litigation
    Claims Administrator
    1-866-432-5534