Vinson & Elkins is representing Houston-based nutritional product company Omega Protein Corp. in its pending acquisition by Canadian company Cooke for $500 million. Cooke, a global seafood company based in New Brunswick, turned to Kelley Drye & Warren and Morgan, Lewis & Bockius.
Today, Omega Protein and Cooke announced a definitive agreement calling for Cooke to acquire all outstanding shares of Omega Protein for $22 a share in cash, in a deal valued at about $500 million. Cooke is the parent of Cooke Aquaculture, and Omega Protein has a fishing business and is an integrated provider of specialty oils and specialty protein products.
The merger agreement has been unanimously approved by the boards of directors of Omega Protein and Cooke. The transaction is expected to close near the end of 2017 or in early 2018 and is subject to approval from Omega Protein stockholders and certain regulatory agencies and customary closing conditions.
The V&E team advising Omega Protein is led by partner Jeff Floyd, senior associate Brittany Sakowitz and associate Mike Marek, along with associates C.J. Murray and Key Hemyari, all of Houston. Others are tax partner Jason McIntosh of Houston and associates Brian Russell of Dallas and Curt Wimberly of Houston; executive compensation/benefits partner Stephen Jacobson of Houston and associates Gina Hancock of Dallas and Kristy Fields of Houston; labor/employment partner Sean Becker and associate Paul Knettel, both of Houston; antitrust partner Billy Vigdor, senior associate David Smith and associate Evan Miller, all of Washington, D.C.; finance partner David Wicklund of New York; environmental partner Larry Nettles and senior associate Matt Dobbins, both of Houston; and intellectual property partner Devika Kornbacher and associate Sean Hill, both of Houston.
The Kelley Drye team for Cooke is led by partner and corporate practice chair Tim Lavender of Chicago, with assistance from partners Jane Jablons of New York and Andrew Minkiewicz of Washington, D.C., and associate Courtney Kleshinski of Chicago.
At Morgan Lewis, partners Patty Brennan of Boston and Howard Kenny and Matthew Joseph, both of New York, led the firm’s team for Cooke, with support from associates Anna Tomczyk and Shantanu Vaid, both of New York.
On the in-house side at Cooke, chief legal officer Rod Gould is working on the deal, along with Joel Reed.
Jones Day represents BMO Capital Markets, which is providing financing for the deal.