Omega Protein acquires Bioriginal

Omega Protein acquires Bioriginal

Acquisition unites two highly complementary businesses, adding immediate size and scale through more diversified nutrition offerings and expanding Omega Protein's global reach.

Omega Protein Corp. (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 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 toward 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 transaction.


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