Omega Protein Closes Purchase of 36.5% of Its Outstanding Common Stock From Zapata Corporation
November 28 2006 - 5:27PM
PR Newswire (US)
HOUSTON, Nov. 28 /PRNewswire-FirstCall/ -- Omega Protein
Corporation (NYSE:OME), the nation's leading producer of Omega-3
fish oil and specialty fish meal products, today announced that it
has closed its previously announced transaction with Zapata
Corporation (NYSE:ZAP), to purchase from Zapata 9,268,292 shares of
Omega's common stock at a purchase price of $5.125 per share. The
aggregate purchase price for the shares, which represent 36.5% of
Omega's outstanding common stock, was $47.5 million. In connection
with the closing, Zapata's two representatives, Avram A. Glazer and
Leonard DiSalvo, have resigned from Omega's Board of Directors.
Omega financed the purchase of the 9,268,292 shares with a
previously disclosed senior secured financing facility from Abelco
Finance LLC, an affiliate of Cerberus Capital Management, L.P. The
facility provides for a five-year, $35 million term loan and a
five-year, $30 million revolving credit facility. If Zapata still
owns any shares of Omega's common stock nine months after the
closing of the transaction, Omega has the option for a four-month
period thereafter to purchase any remaining Omega shares held by
Zapata at a purchase price of $4.50 per share. The transaction was
unanimously approved by a Special Committee of Omega directors who
are independent of Zapata. TM Capital Corp. has acted as financial
advisor to the Special Committee, and has delivered requested
opinions with respect to the transaction to the Special Committee.
Joe von Rosenberg, President and Chief Executive Officer of Omega,
commented: "We believe that the terms of the transaction are highly
favorable to our stockholders and we anticipate that the
transaction should be accretive to earnings per share in the
future. Also, this transaction has allowed Zapata to substantially
reduce its ownership position in an orderly fashion." About Omega
Protein Omega Protein Corporation is the nation's largest
manufacturer of heart- healthy fish oils containing Omega-3 fatty
acids for human consumption, as well as specialty fish meals and
fish oil used as value-added ingredients in aquaculture, swine and
other livestock feeds. Omega Protein makes its products from
menhaden, an Omega-3 rich fish that is not utilized as seafood, but
which is abundantly available along the U.S. Gulf of Mexico and
Atlantic Coasts. More information on Omega Protein can be found at
http://www.omegaproteininc.com/ . SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS: The statements contained in this press
release that are not historical facts are forward- looking
statements that involve a number of risks and uncertainties. The
actual results of future events described in any of these
forward-looking statements could differ materially from those
stated in the forward-looking statements. Important factors that
could cause actual results to be materially different from those
forward-looking statements include, among others, that the
transaction will not be accretive to future earnings per share.
Additional risk factors relating to Omega's business and financial
results are described in further detail in Omega's filings with the
Securities and Exchange Commission ("SEC") available at the SEC's
website at http://www.sec.gov/ , including Omega's 2005 Annual
Report on Form 10K under the headings, "Management's Discussion and
Analysis of Financial Condition" and "Risk Factors." All
forward-looking statements included herein in this press release
are based on information available at the time of this press
release. Omega does not undertake any obligation to release
publicly any revisions to these forward-looking statements to
reflect events or circumstances after the date of this press
release. http://www.newscom.com/cgi-bin/prnh/20030516/OMEGALOGO
DATASOURCE: Omega Protein Corporation CONTACT: Investor Relations
of Omega Protein Corporation, +1-713-623-0060, or Web site:
http://www.omegaproteininc.com/
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