The plant protein processing facility formerly operated by Merit Functional Foods in Winnipeg may soon change ownership after remaining idle for over two years following the company’s entry into receivership. PricewaterhouseCoopers (PwC), the court-appointed receiver, has submitted a request for court approval to finalize the sale of the plant and its associated assets.
Details pending court approval
According to court filings dated late April 2025, PwC entered into an asset purchase agreement (APA) with a Manitoba-based numbered company. Details on the purchase price have been withheld under court order until the transaction is complete.
Merit Functional Foods Corp was a joint venture initiated in 2019 involving Vancouver-based Burcon NutraScience, agricultural conglomerate Bunge Corporation, and former executives of Hemp Oil Canada. The company officially launched the Winnipeg pea and canola protein facility in early 2021, utilizing Burcon’s proprietary protein extraction technology.
Financial difficulties surfaced in 2022, exacerbated by inflationary pressures and the ongoing impacts of the COVID-19 pandemic. Merit entered receivership in March 2023 with outstanding debts reported at approximately CAD 95 million owed to two major creditors: Export Development Canada (EDC) and Farm Credit Canada (FCC).
Efforts to reclaim the plant
Burcon NutraScience, which held a 31.6% equity stake in Merit and served as the plant’s technology partner, had previously submitted a bid in 2023 to reacquire the facility alongside an unnamed partner. However, the receivership sales process, initiated soon after PwC’s appointment, extended over two years and involved outreach to more than 100 interested parties, including several international entities.
Court documents reveal that an offer was selected during the summer of 2023 but negotiations failed to result in a binding agreement. PwC continued to market the assets, granting data room access and conducting site tours in pursuit of a buyer.
“Fair and resonable” sale process
In its fifth report to the court, PwC outlined the extensive sales process and noted the lack of any more favorable offers than the current APA, which the receiver considers the most viable option with the lowest risk of closing failure. The receiver’s view, as stated in the report, is that the sale process was “fair and reasonable” and balanced marketing efforts with the need to secure the best available consideration for creditors.
Bunge had acquired a 25% stake in Merit in mid-2020, supporting the plant’s construction and financing efforts, which also included a debt package of up to CAD 85 million and public funding from Protein Industries Canada.
The sale of the Winnipeg facility represents a potential turning point after years of inactivity, although final terms and the identity of the purchaser remain confidential until court approval is granted. The outcome will determine whether plant protein production can resume at the site or if the assets will be repurposed under new ownership.
