Stockholder Claims Omega Protein Corporation’s Proposed Merger Seems ‘Fishy’

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Omega Protein Corporation and its board of directors; Alpha MergerSub, Inc.; and Cooke Inc. are facing a proposed class action accusing them of issuing a misleading proxy statement in connection with a potential merger between Omega and Cooke. The plaintiff argues Omega, a fishmeal and fish oil manufacturer, must release material information to stockholders that the case claims was missing from the proxy statement, such as details of the sales process behind the transaction, Omega’s financial projections, and the financial analyses performed by the company’s advisor. The plaintiff suspects Omega was undervalued and demands that stockholders receive the aforementioned information before they vote on whether they support the transaction. The complaint summarizes the plaintiff’s suspicions with the following:

“While fishmeal and fish oil are expected to see increases in price over the next 13 years, the Board accepted an offer from Cooke that was justified by last year's financial information. The Board agreed to the Proposed Transaction after two years of public pressure by an activist investor, a proxy fight that led to two new directors, and two years of strategic reviews. Seemingly exhausted, the Board agreed to sell the Company to Cooke for an inadequate price and through an unfair process.”