HOUSTON, Nov. 27, 2017 /PRNewswire/ -- Omega Protein
Corporation (NYSE: OME) (the "Company") announced today that the
special meeting of stockholders (the "Special Meeting") in
connection with the proposed merger with Cooke Inc. ("Cooke") will be held on December 19, 2017 at 9:00
a.m. Central Time at First City Tower, 1001 Fannin St.,
Suite 2500, Houston, Texas 77002,
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 (the
"Merger Agreement") and the other transactions contemplated by the
Merger Agreement; and (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 ((i) and (ii)
collectively, the "Proposed Transaction").
In addition, the Company announced that it has filed a
definitive proxy statement in connection with the Special Meeting
and has commenced the mailing of definitive proxy materials.
As previously announced on November 13,
2017, only Company stockholders of record at the close of
business on November 24, 2017 will be
entitled to receive notice of and to vote at the Special
Meeting.
On October 5, 2017, the Company, Cooke and Alpha MergerSub, Inc., a wholly
owned subsidiary of Cooke ("Merger
Sub") entered into 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. If the Company's
stockholders approve the Merger Proposal, then after the
satisfaction of certain other closing conditions, the merger is
expected to close during the fourth quarter of 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 definitive proxy statement 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 and the Company's Form 10-Qs for the quarters ended
March 31, 2017, June 30, 2017 and September 30, 2017. 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. 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 United States Maritime Administration approval)
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