SAINT JOHN, New Brunswick
and HOUSTON, Oct. 6, 2017
/PRNewswire/ -- Cooke Inc. ("Cooke"), a New Brunswick company and parent of Cooke
Aquaculture Inc., and Omega Protein Corporation ("Omega Protein" or
the "Company"), a nutritional product company and a leading
integrated provider of specialty oils and specialty protein
products, today announced that they have entered into a definitive
agreement (the "Merger Agreement") under which Cooke will acquire
all outstanding shares of Omega Protein for $22.00 per share in cash. The transaction price
represents a premium of 32.5% to Omega Protein's closing share
price on October 5, 2017. The Merger
Agreement has been unanimously approved by the Board of Directors
of each of Omega Protein and Cooke.
![Omega Protein Corporation Logo. (PRNewsFoto/Omega Protein Corporation) Omega Protein Corporation Logo. (PRNewsFoto/Omega Protein Corporation)](https://mma.prnewswire.com/media/568933/OMEGA_PROTEIN_CORPORATION_LOGO.jpg)
"We are very pleased to sign this agreement with Omega Protein,"
said Glenn Cooke, CEO of Cooke Inc.
"Omega Protein will provide us with another platform in Cooke's
growth strategy through further diversification in the supply side
of the business. We believe this will be a very good fit between
our two cultures. Omega Protein has a 100-year history with an
experienced and dedicated workforce, which we value, and a
tradition of operating in small, coastal towns and communities that
we share. Their focus on sustainable aquaculture and agriculture
and the production of healthy food is also a great fit with our
experience and culture."
Cooke carries on the business of finfish aquaculture globally
through its wholly-owned subsidiary Cooke Aquaculture Inc. The
New Brunswick, Canada based Cooke
family also has significant investments in wild fisheries globally
through their ownership of Cooke Seafood USA, Inc. and Icicle Seafoods, Inc. Cooke
Aquaculture Inc. is an aquaculture corporation founded in
Blacks Harbour, New Brunswick,
Canada with salmon farming operations in Atlantic Canada (operated by its affiliate,
Kelly Cove Salmon Ltd.), the United
States (Maine and
Washington), Chile and Scotland, as well as seabass and seabream
farming operations in Spain. In
2015, Cooke Seafood USA, Inc. was
created, and grew rapidly through the acquisitions of Wanchese Fish
Company, Inc. in the USA and the
assets of Fripur S.A., the largest fishing company in Uruguay. The Cooke family also acquired Icicle
Seafoods, Inc. in 2016. The addition of Omega Protein serves as a
perfect strategic piece for the Cooke family of companies.
"We are excited about the agreement, which we believe recognizes
the value of Omega Protein's successful, 100-year-old fishing
business and also provides stockholders with an immediate premium,"
said Bret Scholtes, President and
CEO of Omega Protein. "Cooke is a family owned company and in many
ways, reminds us a lot of ourselves and this agreement is the
perfect fit for the two companies. Cooke is a highly-regarded and
responsible leader in the global fishing and seafood industry."
Transaction Highlights
The transaction – which is expected to close near the end of
2017 or early in 2018 – is subject to the approval of Omega Protein
stockholders, certain regulatory approvals and other customary
closing conditions.
BMO Capital Markets is providing committed financing for the
transaction.
Advisors
BMO Capital Markets is serving as the buy-side financial
advisor, Kelley Drye & Warren
LLP is serving as legal counsel and Deloitte LLP is acting as
financial and tax due diligence advisor to Cooke.
Jones Day is serving as counsel
to BMO Capital Markets, and Morgan, Lewis & Bockius LLP is
serving as legal counsel to Cooke, in connection with the committed
financing.
J.P. Morgan Securities LLC is acting as exclusive financial
advisor to Omega Protein and provided a fairness opinion to its
Board of Directors. Vinson & Elkins L.L.P. is serving as legal
counsel to Omega Protein.
About Omega Protein Corporation
Omega Protein Corporation (NYSE: OME) is a century
old nutritional product company that develops, produces and
delivers healthy products throughout the world to improve the
nutritional integrity of foods, dietary supplements and animal
feeds. Omega Protein's mission is to help people lead
healthier lives with better nutrition through sustainably sourced
ingredients such as highly-refined specialty oils, specialty
protein products and nutraceuticals.
The Company operates seven manufacturing facilities located
in the United States, Canada and Europe. The
Company also operates more than 30 vessels to harvest menhaden, a
fish abundantly found in the Atlantic Ocean and Gulf
of Mexico.
About The Cooke Family of Companies
The Cooke Family of Companies includes global aquaculture
divisions under Cooke Inc. and its wholly-owned subsidiary Cooke
Aquaculture Inc. as well as a Canadian aquaculture division
operated by its affiliate, Kelly Cove Salmon Ltd. The Cooke family
of companies also includes seafood divisions under Cooke Seafood
USA, Inc. and Icicle Seafoods,
Inc. Cooke Aquaculture is a vertically-integrated aquaculture
corporation based in Blacks Harbour, New
Brunswick, Canada with salmon farming operations in
Atlantic Canada (operated by its
affiliate, Kelly Cove Salmon Ltd.), the
United States (Maine and
Washington), Chile and Scotland as well as seabass and seabream
farming operations in Spain.
Aquaculture operations include land-based juvenile production,
marine farms, processing and distribution facilities and a global
sales and marketing team as well as a full value chain service and
supply sector.
In 2015, the Cooke family entered the wild fishery, creating
Cooke Seafood USA, Inc. which
acquired Wanchese Fish Company, Inc. In 2016, the family expanded
its investments in the wild fisheries through their acquisitions of
Icicle Seafoods, Inc., in the USA
and the assets of Fripur S.A., the largest fishing company in
Uruguay. The Cooke family of
companies employ approximately 5,000 people world-wide.
Fishing and farming isn't just what we do. It's who we are. What
started as an undying family passion for the sea, passed down from
one generation to the next, has been transformed into a global
company. Today, the Cooke family of companies produce some of the
very best seafood in the world.
Our mission is to be a global seafood leader driven by an
innovative team that delivers superior products, service, and value
to our customers in a safe and environmentally sustainable
manner.
Additional Information for Stockholders
The proposed transactions will be submitted to the stockholders
of Omega Protein for their consideration. In connection with the
proposed transaction, Omega Protein will file a proxy statement and
other materials with the Securities and Exchange Commission
("SEC"). In addition, Omega Protein may also file other relevant
documents with the SEC regarding the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and security holders may obtain a free copy of the
proxy statement (when available) and other documents filed by Omega
Protein at its website, www.omegaprotein.com, or at the SEC's
website, www.sec.gov. The proxy statement and other relevant
documents may also be obtained for free from Omega Protein by
directing such request to Omega Protein Corporation, to the
attention of the Corporate Secretary, 2105 City West Boulevard,
Suite 500, Houston, Texas
77042.
Participants in the Solicitation
Omega Protein and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of Omega Protein in connection with the proposed
transaction. Information about the directors and executive officers
of Omega Protein is set forth in the Proxy Statement on Schedule
14A for the 2017 annual meeting of stockholders for Omega Protein,
which was filed with the SEC on April 28,
2017. This document can be obtained free of charge from the
sources indicated above. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement and other relevant
materials to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking
Statements
Forward-looking statements in this press release are intended to
be subject to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Investors are cautioned that all
forward-looking statements involve risks and uncertainty. Omega
Protein believes that forward-looking statements made by it are
based on reasonable expectations; however, no assurances can be
given that actual results will not differ materially from those
contained in such forward-looking statements. Forward-looking
statements involve statements that are predictive in nature, that
depend upon or refer to future events or conditions, or that
include the words "estimate," "project," "anticipate," "expect,"
"predict," "assume," "believe," "could," "would," "hope," "may" or
similar expressions. The statements in this press release that are
not historical statements are forward-looking statements within the
meaning of the federal securities laws, including, among other
things, statements regarding the expected timetable for completing
the proposed transaction, benefits of the proposed transaction,
costs of the proposed transaction and other anticipated financial
impacts of the proposed transaction. These statements are subject
to numerous risks and uncertainties, many of which are beyond Omega
Protein's control, which could cause actual results to differ
materially from the results expressed or implied by the statements.
These risks and uncertainties include, but are not limited to: the
failure to obtain the required votes of Omega Protein's
stockholders; the timing to consummate the proposed transaction;
the failure to satisfy the conditions to closing of the proposed
transaction or the failure of the closing to occur; the risk that a
regulatory or judicial approval (including approval under the
Hart-Scott-Rodino Antitrust Improvement Acts of 1976, as amended,
United States Maritime Administration approval and approval of the
court Probation Officer) that may be required to consummate the
proposed transaction is not obtained or is obtained subject to
conditions that are not anticipated; the diversion of management
time on transaction-related issues; expectations regarding
regulatory approval of the transaction; results of litigation,
settlements and investigations; actions by third parties, including
governmental agencies; global economic conditions; adverse industry
conditions; adverse credit and equity market conditions; the loss
of, or reduction in business with, key customers; legal
proceedings; the ability to effectively identify and enter new
markets; governmental regulation; the ability to retain management
and other personnel; and other economic, business, or competitive
factors.
Additional information concerning factors that could cause
actual results to differ materially from those in the
forward-looking statements is contained from time to time in Omega
Protein's SEC filings. Omega Protein's filings may be obtained by
contacting Omega Protein or the SEC or through Omega Protein's web
site at www.omegaprotein.com or through the SEC's Electronic Data
Gathering and Analysis Retrieval System at http://www.sec.gov.
Omega Protein undertakes no obligation to publicly update or revise
any forward-looking statement.
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SOURCE Omega Protein Corporation