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Omega Protein Announces Acquisition Of Bioriginal Food & Science Corp For $70.5M

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Omega Protein Corporation (NYSE: OME),
a nutritional product company and a leading integrated producer of omega-3
fish oil and specialty protein products, today announced that it has acquired
all of the stock of Bioriginal Food & Science Corp. ("Bioriginal"). 
Bioriginal is a leading supplier of plant and marine based specialty oils and
essential fatty acids to the food and nutraceutical industries across North
America, Europe and Asia.

The strategic addition of Bioriginal is a key step towards fulfilling Omega
Protein's mission to help people lead healthier lives with better nutrition
such as specialty oils, essential fatty acids, specialty proteins and
nutraceuticals. The acquisition advances Omega Protein's business strategy by
uniting two highly complementary businesses, adding immediate size and scale
to the overall business through more diversified human nutrition product
offerings and expanding Omega Protein's global customer reach.

For its fiscal year ended March 31, 2014, Bioriginal generated approximately
$98 million (USD) in net revenues. Bioriginal will be operated as a wholly
owned subsidiary of Omega Protein, and the transaction is expected to be
accretive to Omega Protein's adjusted earnings in its fiscal year 2015.

"Increased sales of nutritional products for direct human consumption is a key
component of Omega Protein's business strategy to diversify our business model
and increase growth, while decreasing our exposure to commodity based earnings
volatility," commented Bret Scholtes, Omega Protein's President and Chief
Executive Officer. "We look forward to working with the entire Bioriginal team
to grow our company and create a more balanced business portfolio across
animal and human nutrition."

Joe Vidal, Bioriginal's President and Chief Executive Officer, commented,
"Bioriginal has a consistent track record of sourcing ingredients from across
the world to formulate unique products for our customers.  We are excited to
become part of Omega Protein, a leading integrated producer of essential fatty
acids, specialty proteins and nutraceuticals, while maintaining our
manufacturing and distribution network. We believe together, Bioriginal and
Omega Protein will deepen our relationships with existing customers and
broaden our reach to new customers across all of our markets."

The total purchase price for the acquisition of Bioriginal is expected to be
approximately $70.5 million, plus $0.7 million for estimated working capital
adjustments, and will consist of approximately $46.5 million in cash,
assumption of $21.5 million of Bioriginal's indebtedness and approximately 0.2
million restricted shares of Omega Protein's common stock issued to
Bioriginal's executive shareholders valued at $3.2 million based on the
average closing price of Omega Protein's shares for a 30-day period.
Bioriginal's executive shareholders are also eligible to receive additional
cash consideration if Bioriginal achieves certain financial targets over the
next three years. The Company will fund the cash portion of the purchase price
with a combination of available cash and borrowings under its revolving credit
facility. Further details regarding the acquisition will be set forth in the
Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission. Omega Protein and Bioriginal do not expect any immediate changes
in their independent, existing operations, including customer service and
product availability.

D‎.A. Davidson & Co. acted as exclusive financial advisor and Aspect Consumer
Partners acted as exclusive strategic advisor to Omega Protein in the

Posted-In: News M&A Press Releases


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