Omega Protein Corporation, the leading producer of Omega-3 fish oil and specialty fish meal products in the US, has announced that it is to acquire 9,268,292 shares of Omega common stock at a purchase price of US$5.125 per share from its majority shareholder Zapata Corporation.

The total purchase price of the shares, which represent 36.8% of Omega’s outstanding common stock, will be $47.5m. Once this deal is completed, Zapata’s two representatives, Avram A Glazer and Leonard DiSalvo, will resign from the Omega board.

If Zapata still owns any shares of Omega’s common stock nine months after the completion of this deal, Omega has an option for a further four-month period to acquire those shares at $4.50 per share.

Regarding financing of the share acquisition, Omega announced that it had received a commitment letter from Cerberus Capital Management which provides for a five-year $35m term loan and a five-year $30m revolving credit facility which will replace Omega’s existing $20m credit facility with a commercial bank.

The Cerberus financing and the purchase of the shares is expected to take place in the fourth quarter of 2006, the company said, subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions.

“This transaction will allow Zapata to exit its ownership position in an orderly fashion,” said Omega’s CEO Joe von Rosenborg. “We believe that the terms of the transaction are highly favourable to our stockholders and we anticipate that the transaction should be accretive to earnings per share in the future.”