HOUSTON, Nov. 13, 2017 /PRNewswire/ -- Omega Protein
Corporation (NYSE: OME) (the "Company") announced today that
Company stockholders of record at the close of business on
November 24, 2017 will be entitled to
receive notice of and to vote at a special meeting of Company
stockholders (the "Special Meeting"), which will be held for the
purpose of voting on: (i) a proposal (the "Merger Proposal") to
approve and adopt the merger agreement for the proposed merger with
Cooke Inc. ("Cooke") and the other
transactions contemplated by the merger agreement; (ii) an
advisory, non-binding proposal to approve compensation that will or
may become payable to our named executive officers in connection
with the merger; and (iii) a proposal to approve the adjournment or
postponement of the special meeting, if necessary or appropriate,
to solicit additional proxies if there are insufficient votes at
the time of the special meeting to approve the Merger Proposal
((i), (ii) and (iii) collectively, the "Proposed Transaction"). The
Company will announce the meeting date for the Special Meeting
prior to the filing and mailing of the definitive proxy regarding
the Proposed Transaction.
As previously announced on October 6, 2017, the Company,
Cooke and Alpha MergerSub, Inc., a
wholly owned subsidiary of Cooke
("Merger Sub") entered into an Agreement and Plan of Merger (the
"Merger Agreement") pursuant to which, upon the terms and subject
to the conditions set forth therein, Merger Sub will merge with and
into the Company, with the Company continuing as the surviving
entity and a wholly owned subsidiary of Cooke. Under the terms of the Merger
Agreement, each issued and outstanding share of common stock of the
Company will be converted into the right to receive $22.00 in cash. Following the approval by Company
stockholders of the Merger Proposal and the satisfaction of certain
other closing conditions, the merger is expected to close during
the fourth quarter 2017 or the first quarter of 2018.
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.
Additional Information for Stockholders
This communication does not constitute an offer to buy or
sell or the solicitation of an offer to buy or sell any securities
or a solicitation of any vote or approval. This communication
relates to a proposed business combination between Cooke and the Company.
The Proposed Transaction will be submitted to the
stockholders of the Company for their consideration. In
connection with the Proposed Transaction, the Company has
filed a preliminary proxy statement and will file a definitive
proxy statement and other materials with the Securities and
Exchange Commission ("SEC"). In addition, the Company may also file
other relevant documents with the SEC regarding the Proposed
Transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT(S) AND OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND 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(s) (when available) and other documents filed with
the SEC by the Company at its website, www.omegaprotein.com, or at
the SEC's website, www.sec.gov. The proxy statement(s) and other
relevant documents may also be obtained for free from the Company
by directing such request to Omega Protein Corporation, to the
attention of the Corporate Secretary, 2105 City West Boulevard,
Suite 500, Houston, Texas 77042,
or by calling the Company's proxy solicitor, Morrow Sodali LLC toll
free at (800) 662-5200.
Participants in the Solicitation
The Company and its directors and executive officers may
be deemed to be participants in the solicitation of proxies from
the stockholders of the Company in connection with the Proposed
Transaction. Information about the directors and executive officers
of the Company is set forth in the Proxy Statement on Schedule 14A
for the 2017 annual meeting of stockholders of the Company, 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,
is contained in the preliminary proxy statement and will be
contained in the definitive proxy statement and other relevant
materials to be filed with the SEC when they become
available.
Cautionary Statement Concerning Forward-Looking
Statements
Forward-looking statements in this press release, future
filings by the Company with the SEC, the Company's press releases
and oral statements by authorized officers of the Company 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.
The Company 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. In evaluating those statements, you should
carefully consider the information above as well as the risks
outlined in Item 1A. Risk Factors in the Company's Form
10-K for the year ended December 31,
2016. 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 the
Company'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 the Company'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 subject to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
United States Maritime Administration approval and approval by 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 the
Company's SEC filings. The Company's filings may be obtained by
contacting the Company or the SEC or through the Company's web site
at www.omegaprotein.com or through the SEC's Electronic Data
Gathering and Analysis Retrieval System at http://www.sec.gov. The
Company undertakes no obligation to publicly update or revise any
forward-looking statement.
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SOURCE Omega Protein Corporation