Exhibit (a)
[LOGO] StakeTech
Stake Technology LTD
FOR IMMEDIATE RELEASE
STAKE ENTERS INTO ACQUISITION AGREEMENT
WITH OPTA FOOD INGREDIENTS, INC.
Toronto, Ontario, October 28, 2002. Stake Technology Ltd. (Stake) (Nasdaq -
STKL) (TSX - SOY) today announced it has entered into a definitive acquisition
agreement with Opta Food Ingredients, Inc. (Nasdaq - OPTS), a leading developer
and manufacturer of proprietary food ingredients, headquartered in Bedford, MA.
Under the terms of the agreement, Stake will commence an all-cash tender offer
to acquire all of the approximately 10.9 million outstanding common shares of
Opta Food Ingredients for $2.50 per share. The proposed purchase price for all
of Opta's outstanding shares and share equivalents is approximately $28 million
in cash. All dollar amounts discussed in this release are in U.S. dollars.
Opta's Board of Directors unanimously approved the acquisition agreement and
voted to recommend the tender offer to Opta's shareholders. Certain shareholders
of Opta, including officers, directors and affiliates, holding approximately 14%
of the outstanding shares, have agreed to tender their shares to Stake in the
offer. The transaction is subject to certain closing conditions, including the
tender of a majority of Opta's shares. The goal is to complete the transaction
before this year-end.
Opta Food Ingredients, Inc. is a leading innovator, manufacturer and marketer of
proprietary food ingredients that improve the nutritional content,
healthfulness, texture and taste of its customers' food products. Opta's food
ingredients are used by more than 350 food companies, including 12 of the
largest U.S. consumer packaged food companies and three of the world's largest
quick service restaurant chains. For the nine-month period ended September 30,
2002, Opta's sales were at $21.1 million with an EBITDA of $2.8 million from its
four manufacturing plants. As of September 30, 2002, Opta's balance sheet
reflected a net worth of $38 million, which included approximately $9.5 million
in cash and investments.
Arthur J. McEvily, Ph.D., Opta's President and CEO, said, "Our Board of
Directors carefully considered the offer from Stake, as well as Opta's other
strategic alternatives, and believes that this transaction is in the best
interests of our shareholders and also provides long-term growth opportunities
for our business. We believe the relationship with Stake will provide the future
resources necessary to support our strategy of diversifying our customer base,
improving our plant operating margins through manufacturing efficiencies and
increased sales volume, and as a result, steadily increase our bottom line
performance."
Jeremy N. Kendall, Chairman and CEO, said, "The addition of Opta is integral to
our strategy of continuing to build our health-oriented food business. Opta has
an excellent reputation for product quality, innovation and technical expertise
in developing value-added solutions for major food and food service companies.
The acquisition of Opta will be a superb addition to our growing portfolio of
food companies and, having turned the corner to profitability, is expected to
continue to grow and be accretive to our future earnings."
Plans call for Opta becoming a wholly owned Stake subsidiary with existing
management continuing to operate the company.
At the time the offer is commenced, Stake and its wholly owned subsidiary making
the offer will file a tender offer statement with the U.S. Securities and
Exchange Commission and Opta will file a solicitation/recommendation statement
with respect to the offer. The tender offer statement (including an offer to
purchase, a related letter of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important information, which
should be read carefully before any decision is made with respect to the offer.
The offer to purchase, the related letter of transmittal and certain other offer
documents, as well as the solicitation/recommendation statement, will be made
available to all registered stockholders of Opta at no expense to them within
five working days of this release. The tender offer statement (including the
offer to purchase, the related letter of transmittal and all other documents
filed with the Commission) and the solicitation/recommendation statement will
also be available for free at the Commission's Web site at www.sec.gov.
Mellon Investor Services will act as depository / tender agent and information
agent for the transaction and share certificates should be forwarded to Mellon.
Any questions concerning this transaction should be directed to Mellon Investor
Services LLC.
Stake Technology Ltd. is an owner/operator of high-growth ethical businesses,
focused on environmental responsibility and the health and well being of its
communities. For the last four consecutive years, Stake was included in Profit
magazine's `Profit 100' list of the 100 fastest growing companies in Canada.
Currently, the company has three business units: the Food Group, which
specializes in identity-preserved (IP) grain products and natural and organic
food products; from seed to packaged product; the Environmental Industrial
Group; a producer, distributor, and recycler of industrial materials; and the
Steam Explosion Technology Group who market clean pulping technologies. Each of
these business units has proprietary products and services that give it a solid
competitive advantage in its sector.
For further information, please contact:
Stake Technology Ltd. Investor Relations Counsel
Jeremy N. Kendall, Chairman & C.E.O. The Equity Group Inc.
John D. Taylor, President & C.O.O. Linda Latman 212-836-9609
Susan Wiekenkamp, Information Officer llatman@equityny.com
Tel: 905-455-1990
info@staketech.com www.theequitygroup.com
Websites: www.staketech.com www.sunrich.com www.bei.ca www.steamexplosion.com
www.sunrichvalley.com www.organickitchen.ca www.wildwestorganicharvest.com
Note: This news release may contain forward-looking information. Actual future
results may differ materially. The risks, uncertainties, and other factors that
could influence actual results are described in the Company's Annual Report to
shareholders and in SEC reports.