Case Study

Omega Protein Corp. (NYSE: OME) has acquired shares of its common stock from Zapata Corporation

Zapata Corporation (NYSE: ZAP) has signed an agreement with its majority-owned subsidiary Omega Protein Corporation (NYSE: OME) for Omega Protein's repurchase of 9,268,292 of the 14,501,000 Omega Protein shares owned by Zapata for US$47.5 million, or US$5.125 per share, payable in immediately available funds. At the closing of the transaction, Zapata's two representatives, Avram Glazer and Leonard DiSalvo, will resign from Omega's Board of Directors and Zapata will grant Omega a proxy to vote its remaining shares, subject to certain conditions.

Omega Protein Corporation develops, produces, and delivers healthy products to enhance the nutritional integrity of foods, dietary supplements, and animal feeds worldwide. It operates in two segments, animal nutrition and human nutrition. The company sells its products in the USA, Mexico, Europe, Canada, Asia, South and Central America, and others. Omega Protein Corporation was founded in 1913 and is headquartered in Houston, Texas.

Zapata is a holding company which currently has one operating company, Omega Protein Corporation, in which the company had a 58% ownership interest in at June 30, 2006. In addition, Zapata owns 98% of Zap.Com Corporation (OTCBB: ZPCM), which is a public shell company. After the transaction, Zapata will continue to own 5,232,708 shares of Omega Protein common stock, or 33% of the company. Additionally, the agreement provides that if Zapata still owns any Omega Protein's shares 270 days after the closing of this transaction, Omega Protein has the option for 120 days thereafter to purchase those shares held by Zapata at a purchase price of US$4.50 per share, payable in immediately available funds. Zapata is not restricted under the agreement from selling the remaining shares in the mean time.

One of Oaklins' teams in the USA acted as exclusive financial advisor to the Board of Directors of Omega Protein Corporation in connection with the repurchase of certain shares of its common stock from Zapata Corporation (NYSE: ZAP). The team negotiated the share repurchase and assisted in arranging the related financing. They also provided a fairness opinion and solvency opinion to the Special Committee of the Board of Directors.

Tombstone image for Omega Protein Corp. (NYSE: OME) has acquired shares of its common stock from Zapata Corporation

KEY DEAL CONTACTS

James S. Grien

United States

Managing Director

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