Cooke to buy Omega Protein for USD 22 per share
06 OCT 2017
Cooke, a family-owned New Brunswick company, has agreed to buy Omega Protein [NYSE:OME], the Houston-based nutritional products company, for USD 22 per share in cash.
The transaction is expected to close near the end of 2017 or early in 2018.
The target's shares closed on Thursday at USD 16.60 apiece for a market cap of USD 373m.
Omega Protein CEO Bret Scholtes said that the deal recognizes Omega Protein's 100-year-old fishing business and provides stockholders with an immediate premium. Cooke CEO Glenn Cooke said the transaction will enable the Canadian group to further diversify its supply side.
BMO Capital Markets, Kelley Drye & Warren and Deloitte are advising Cooke.
BMO Capital Markets, which is providing the financing for the transaction, is being advised by Jones Day. Morgan, Lewis & Bockius is serving as legal counsel to Cooke in connection with the committed financing.
JPMorgan Securities and Vinson & Elkins are advising Omega Protein.
In August Omega Protein investor Bradley Radoff (BLR Partners) filed a 13D, reporting a stake of 5.8%. Radoff stated he had held talks with the board regarding a potential sale of the company, capital allocation and enhanced corporate governance.
Press release:
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 USD 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.
"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.