Sucro completes share swap with Amerikoa and MB Companies
The transaction strengthens Sucro’s U.S. distribution network and consolidates full ownership of Sweet Life Services.
USA – Sucro Limited, an integrated sugar refiner serving North American markets, has completed its previously announced share swap with Amerikoa Holdings, LLC and MB Central-Bond LLC, both controlled by Matthew Dyer, Sucro’s Vice President of U.S. Sales.
Under the agreement, a Sucro subsidiary acquired the remaining 49% ownership interest in Sweet Life Services, bringing the subsidiary under full ownership.
In exchange, the MB Companies received a 19% ownership interest in Amerikoa Ingredients and 155,550 subordinate voting shares of Sucro, issued at a deemed price of C$13.35 per share.
Sucro also issued an additional 15,215 subordinate voting shares at the same price in exchange for the cancellation of a promissory note held by the MB Companies valued at US$142,133 plus accrued interest of US$4,588.
All shares issued as part of the transaction are subject to a four-month holding period in Canada, along with any additional holding requirements under the securities laws of other jurisdictions.
Sweet Life Services provides value-added sugar processing and warehousing operations, acting as the distribution agent for Sucro Group’s sugar products in the U.S. Amerikoa Ingredients, meanwhile, manufactures and distributes sweeteners, starches, and other ingredients for the U.S. food and beverage industry.
Because Dyer is a controlling shareholder of the MB Companies, the deal was classified as a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, and TSX Venture Exchange Policy 5.9.
However, the transaction qualified for exemption from formal valuation and minority approval requirements, as the fair value of the assets exchanged and the consideration represented less than 25% of Sucro’s market capitalization.
In its second-quarter 2025 financial results, Sucro reported a 66.7% increase in revenue to US$231.4 million on sugar deliveries totaling 286,989 metric tons.
Despite the strong top-line performance, gross profit declined 29.2% to US$14.6 million, compared with US$20.6 million in the same period last year.
The company said the share swap enhances its operational efficiency and market presence in the U.S. sugar distribution network.
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