Omega Protein Corporation is a Nevada corporation. Omega’s common stock is traded on the NYSE under the ticker symbol “OME.” Omega is a nutritional products company that develops, produces, and delivers nutrition products throughout the world to improve the nutritional integrity of foods, dietary supplements, and animal feeds. The Company operates in two primary industry segments: animal nutrition and human nutrition.
According to the Complaint, this action stems from a proposed transaction announced on October 6, 2017 (the “Proposed Transaction”), pursuant to which Omega Protein Corporation (“Omega” or the “Company”) will be acquired by Cooke Inc. (“Parent”) and its wholly-owned subsidiary, Alpha MergerSub, Inc. (“Merger Sub,” and together with Parent, “Cooke”).
On October 5, 2017, Omega’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with Cooke. Pursuant to the terms of the Merger Agreement, if Omega’s shareholders approve the Proposed Transaction, they will receive $22.00 in cash for each share of Omega common stock that they own.
On October 30, 2017, defendants filed a Preliminary Proxy Statement (the “Proxy Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction.
The Complaint alleges that the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading. Accordingly, plaintiff alleges herein that defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “1934 Act”) in connection with the Proxy Statement.