Omega Protein Corporation

Robbins LLP: Acquisition of Omega Protein Corporation (OME) by Cooke Inc. (Private) May Not Be in Shareholders’ Best Interests

Robbins LLP is investigating the proposed acquisition of Omega Protein Corporation (NYSE: OME) by Cooke Inc. On October 6, 2017, the two companies announced the signing of a definitive merger agreement pursuant to which Cooke will acquire Omega Protein. Under the terms of the agreement, Omega Protein shareholders will receive $22.00 for each share of Omega Protein common stock.

Is the Proposed Acquisition Best for Omega Protein and Its Shareholders?

Robbins LLP’s investigation focuses on whether the board of directors at Omega Protein is undertaking a fair process to obtain maximum value and adequately compensate its shareholders.

As an initial matter, the $22.00 merger consideration represents a premium of only 32.5% based on Omega Protein’s closing price on October 5, 2017. This premium is significantly below the average one day premium of nearly 52.3% for comparable transactions within the past five years. Further, the $22.00 merger consideration is significantly below the target price of $26.00 initially set by an analyst at Kansas City Capital Associates on March 3, 2017, and reiterated as recently as August 7, 2017. In the last three years, Omega Protein traded as high as $26.99 on January 27, 2017, and most recently traded above the merger consideration – at $25.05 – on March 2, 2017.

Additionally, Omega Protein beat analyst estimates for adjusted net income and adjusted earnings per share in three out of its last four quarters.

In light of these facts, Robbins LLP is examining Omega Protein’s board of directors’ decision to sell the company now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.

Omega Protein shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information.

Omega Protein shareholders interested in information about their rights and potential remedies can contact us via the form below and we will contact you directly.

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