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Cooke Inc. Agrees to Acquire Omega Protein Corporation for $22.00 Per Share

Omega Protein’s Stockholders to Receive $22.00 Per Share in Cash

Transaction Valued at Approximately $500 Million

Transaction Represents Key Strategic Addition for the Global Seafood Company

October 6, 2017 — SAINT JOHN, New Brunswick and HOUSTON — The following was released by Cooke Inc. and Omega Protein:

Cooke Inc. (“Cooke”), a New Brunswick company and parent of Cooke Aquaculture Inc., and Omega Protein Corporation (“Omega Protein” or the “Company”), a nutritional product company and a leading integrated provider of specialty oils and specialty protein products, today announced that they have entered into a definitive agreement (the “Merger Agreement”) under which Cooke will acquire all outstanding shares of Omega Protein for $22.00 per share in cash. The transaction price represents a premium of 32.5% to Omega Protein’s closing share price on October 5, 2017. The Merger Agreement has been unanimously approved by the Board of Directors of each of Omega Protein and Cooke.

“We are very pleased to sign this agreement with Omega Protein,” said Glenn Cooke, CEO of Cooke Inc. “Omega Protein will provide us with another platform in Cooke’s growth strategy through further diversification in the supply side of the business. We believe this will be a very good fit between our two cultures. Omega Protein has a 100-year history with an experienced and dedicated workforce, which we value, and a tradition of operating in small, coastal towns and communities that we share. Their focus on sustainable aquaculture and agriculture and the production of healthy food is also a great fit with our experience and culture.”

Cooke carries on the business of finfish aquaculture globally through its wholly-owned subsidiary Cooke Aquaculture Inc. The New Brunswick, Canada based Cooke family also has significant investments in wild fisheries globally through their ownership of Cooke Seafood USA, Inc. and Icicle Seafoods, Inc. Cooke Aquaculture Inc. is an aquaculture corporation founded in Blacks Harbour, New Brunswick, Canada with salmon farming operations in Atlantic Canada (operated by its affiliate, Kelly Cove Salmon Ltd.), the United States (Maine and Washington), Chile and Scotland, as well as seabass and seabream farming operations in Spain. In 2015, Cooke Seafood USA, Inc. was created, and grew rapidly through the acquisitions of Wanchese Fish Company, Inc. in the USA and the assets of Fripur S.A., the largest fishing company in Uruguay. The Cooke family also acquired Icicle Seafoods, Inc. in 2016. The addition of Omega Protein serves as a perfect strategic piece for the Cooke family of companies.

“We are excited about the agreement, which we believe recognizes the value of Omega Protein’s successful, 100-year-old fishing business and also provides stockholders with an immediate premium,” said Bret Scholtes, President and CEO of Omega Protein. “Cooke is a family owned company and in many ways, reminds us a lot of ourselves and this agreement is the perfect fit for the two companies. Cooke is a highly-regarded and responsible leader in the global fishing and seafood industry.”

Read the full release at PR Newswire

North Korean workers prep seafood going to US stores, restaurants

October 5, 2017 — HUNCHUN, China — The workers wake up each morning on metal bunk beds in fluorescent-lit Chinese dormitories, North Koreans outsourced by their government to process seafood that ends up in American stores and homes.

Privacy is forbidden. They cannot leave their compounds without permission. They must take the few steps to the factories in pairs or groups, with North Korean minders ensuring no one strays. They have no access to telephones or email. And they are paid a fraction of their salaries, while the rest — as much as 70 percent — is taken by North Korea’s government.

This means Americans buying salmon for dinner at Walmart or ALDI may inadvertently have subsidized the North Korean government as it builds its nuclear weapons program, an AP investigation has found. Their purchases may also have supported what the United States calls “modern day slavery” — even if the jobs are highly coveted by North Koreans.

At a time when North Korea faces sanctions on many exports, the government is sending tens of thousands of workers worldwide, bringing in revenue estimated at anywhere from $200 million to $500 million a year. That could account for a sizable portion of North Korea’s nuclear weapons and missile programs, which South Korea says have cost more than $1 billion.

While the presence of North Korean workers overseas has been documented, the AP investigation reveals for the first time that some products they make go to the United States, which is now a federal crime. AP also tracked the products made by North Korean workers to Canada, Germany and elsewhere in the European Union.

Besides seafood, AP found North Korean laborers making wood flooring and sewing garments in factories in Hunchun. Those industries also export to the U.S. from Hunchun, but AP did not track specific shipments except for seafood.

Read the full story at the Associated Press

Decision soon on whether to keep Maine shrimpers shut down

October 3, 2017 — PORTLAND, Maine — Fishing regulators will decide in November whether it’s time to reopen Maine’s shuttered shrimp fishery.

An arm of the Atlantic States Marine Fisheries Commission plans to meet on Nov. 29 in Portland to determine specifications for the 2018 fishing year. The fishery was shut down in 2013 amid concerns about poor reproduction and declining population.

The shrimp have been largely unavailable to American consumers since the shutdown, though they are also harvested by Canadian fishermen.

Read the full story from the Associated Press at the News & Observer

Nils E. Stolpe/FishNet USA: “Fish Wars” or a Regime Shift in Ocean Governance?

October 2, 2017 — The reasons for Big Oil’s (now more accurately Big Energy’s) focus on fisheries – and on demonizing fishing and fishermen – has been fairly obvious since a coalition of fishermen and environmentalists successfully stopped energy exploration on Georges Bank in the early 80s. Using a handful of ocean oriented ENGOs as their agents, the Pew Charitable Trusts and other “charitable” trusts funded a hugely expensive campaign that the domestic fishing industry is still suffering from, but that campaign has paid off handsomely to the entities that participated in or funded it.

However, the entry of Philadelphia’s Lenfest Foundation into the fray, particularly considering that operational control was delegated to Pew, appeared to put the participation of other foundations with roots in the high tech area in a different light. Packard, Moore and Lenfest all working together with Pew et al to scuttle the public image and “revolutionize” the financial and social underpinnings of an entire industry in an apparently coordinated way started to make some sense (read more here).

But my thinking on this was further crystallized after reading a recent article in the New York Times. From the February 22, 2016 Fishnet:

“The authors (of the most recent Daniel Pauly assault on commercial fishing) acknowledge, and it will probably come as no surprise to most readers, “that The Pew Charitable Trusts, Philadelphia, funded the Sea Around Us from 1999 to 2014, during which the bulk of the catch reconstruction work was performed.” However, it might be news that “since mid-2014, the Sea Around Us has been funded mainly by The Paul G. Allen Family Foundation.” If anyone wonders why one of the founders of Microsoft might be interested in supporting research by Daniel Pauly, from an article in the NY Times last week  – Microsoft Plumbs Ocean’s Depths to Test Underwater Data Center)

“REDMOND, Wash. — Taking a page from Jules Verne, researchers at Microsoft believe the future of data centers may be under the sea. Microsoft has tested a prototype of a self-contained data center that can operate hundreds of feet below the surface of the ocean, eliminating one of the technology industry’s most expensive problems: the air-conditioning bill. Today’s data centers, which power everything from streaming video to social networking and email, contain thousands of computer servers generating lots of heat. When there is too much heat, the servers crash. Putting the gear under cold ocean water could fix the problem. It may also answer the exponentially growing energy demands of the computing world be-cause Microsoft is considering pairing the system either with a turbine or a tidal energy system to generate electricity. The effort, code-named Project Natick, might lead to strands of giant steel tubes linked by fiber optic cables placed on the seafloor. Another possibility would suspend containers shaped like jelly beans beneath the surface to capture the ocean current with turbines that generate electricity.”

Of course this needs to be coupled with Microsoft’s commitment to the future of “cloud computing” (for those readers who have successfully avoided advanced nerdhood up until now, the “cloud” is just a lot of web-connected servers housed in what are called server farms. Server farms are becoming increasingly expensive to operate shoreside – see the NY Times article linked above) and do a Google search on “Microsoft cloud future” to see where the tech industry thinks Microsoft is heading vis a vis cloud computing.

Is it possible that in the near future we’ll be reading foundation-funded research reports from our neighbors in British Columbia “proving” that submerged server farms put in place by the well-known Redmond conservationists provide much needed shelter for a myriad of marine creatures that are threatened by those rapacious fisher-men? Or that Marine Protected Areas are a really logical place to put those submerged servers?”

If you haven’t fully embraced the high-tech, internet-based wonders that are now easily and affordably available to virtually all of us – how about a Brita water purifier that will automatically order another filter before the old one needs replacing? – the major impetus for this seems to be to get folks to spend money without consciously deciding to do so. Propping this all up, making it possible, is “cloud computing” enabling you to receive a Brita filter and to get Amazon and Brita handsomely paid for getting it to you without you being involved.

With the increase in web-connected, web-enabled, web-anythinged appliances, processes, monitors, alarms, lighting and who knows what else in the future, and in hi-definition video and music streaming, a rapid growth in the capacity of the so-called cloud, which is going to become increasingly crowded, is guaranteed. That means that the demand for server farms will be increasing as well – and the closer those server farms are to the demand (population centers), the more efficient they will be.

As the Microsoft interest clearly demonstrates, alternatives to land based server farms in close proximity to population centers are going to become a high priority, and the only alternative is going to be siting them in the ocean – which offers the additional benefit of significantly reducing, or perhaps eliminating, cooling costs.

These sub-surface server farms will be as compatible with fishing as offshore power generation or the petroleum industry are. Would there be a more rational solution to what has already become a significant problem, given hundreds of billions of dollars in the bank, than for these high tech industries that are committed to a future in the oceans, than to marginalize fishermen.

Read the full opinion piece at FishNet USA

Fishing plan with Canada gives US more cod, less haddock

September 29, 2017 — PORTLAND, Maine — American fishermen may soon have less access to haddock and slightly more access to cod in a key fishing area, following an agreement between U.S. fishing regulators and Canada.

The U.S. shares the total allowable catch for eastern Georges Bank cod and haddock with Canada. The bank is a piece of ocean located east of New England and south of Nova Scotia.

The New England Fishery Management Council accepted a 2018 catch share plan on Wednesday.

Read the full story from the Associated Press at the Boston Herald

New England Council Endorses 2018 U.S./Canada TACs; Receives Progress Report on Groundfish Framework 57, Monitoring Amendment

September 28, 2017 — The following was released by the New England Fishery Management Council:

The New England Fishery Management Council today accepted 2018 total allowable catches (TACs) for three groundfish stocks on Georges Bank (GB) that the U.S. shares with Canada – Eastern GB cod, Eastern GB haddock, and GB yellowtail flounder. The TACs were recommended by the U.S./Canada Transboundary Management Guidance Committee (TMGC) based on advice from the U.S./Canada Transboundary Resources Assessment Committee (TRAC). The U.S. has members on both the TMGC and the TRAC.

The TACs will be included in Framework Adjustment 57 to the Northeast Multispecies Fishery Management Plan, which is still under development. The National Marine Fisheries Service must approve the TACs before they are implemented.

Proposed Fishing Year 2018 U.S./Canada TACs in Metric Tons (mt)

Eastern GB Cod

Eastern GB Haddock

GB Yellowtail Flounder

Total Shared TAC

951

40,000

300

U.S. TAC

257

15,600

213

Canada TAC

694

24,400

87

The allocation shares for 2018 are based on the following formula: historical catches weighted 10%; and resource distribution based on trawl surveys weighted 90%.

The TACs reflect the following changes from 2017 levels for U.S. quotas:

  • Eastern Georges Bank Cod: 111 mt increase
  • Eastern Georges Bank Haddock: 13,900 mt decrease
  • Eastern Georges Bank Yellowtail Flounder: 6 mt increase

Read the full release at the New England Fishery Management Council

A new model for right whale estimates

New system confirms population decline as another death is reported in Canada.

September 21, 2017 — NEW BRUNSWICK, Canada — Another North Atlantic right whale death in Canadian waters has brought further attention to the threat of fishing gear to the endangered marine mammals.

“It’s considered a severe entanglement,” New England Aquarium spokesman Tony LaCasse said of the dead female, believed to be around 3 years old. Fishing rope and gear, including a snow crab pot, entangled the pale, deeply cut carcass, estimated to be 36 feet long.

The right whales, which frequent Cape Cod waters in late winter and early spring, are among the rarest whales in the world, with 524 estimated in 2015 in a report by the North Atlantic Right Whale Consortium. The death brought the total fatalities this year to 14, representing about 3 percent of the population.

The carcass was spotted by airplane surveyors Friday off Miscou Island, New Brunswick. The dead whale was towed to the island Monday, and a necropsy was performed Tuesday.

“The key thing is that the animal was entangled,” said Tonya Wimmer of the Marine Animal Response Society in Halifax, Nova Scotia.

Read the full story at the Cape Cod Times

After Atlantic salmon spill, fish farms’ future under attack on both sides of border

September 13, 2017 — Cooke Aquaculture Pacific knew it had problems at its Cypress Island fish farm before the catastrophic failure that spilled tens of thousands of Atlantic salmon into Puget Sound.

“The farm site No. 2 was identified as the first priority for upgrades. We knew it was at the end of its life cycle and it needed upgrades right away, and we were in the process of doing that,” company spokesman Chuck Brown said this week.

But the company never got the chance.

Instead, the farm capsized the weekend of Aug. 19, with 305,000 Atlantic salmon inside. The company collected 142,176 in all from its nets. The rest escaped.

Though evidence of damage to native fish runs is sparse, the accident has sparked an outcry to shut down the Atlantic salmon fish-farming industry in Washington. The state already has said it won’t allow new or expanded farms until further review, and 20 Western Washington tribes with treaty-protected fisheries say they want Puget Sound farms shut down entirely.

It also comes as the industry is under intense scrutiny across the border in British Columbia. First Nations people on Aug. 25 began an occupation of a net pen farm at Swanson Island near Alert Bay, demanding permits be revoked for the farms in their local waters because of concern about disease, fish waste and parasites harming wild stocks.

Read the full story at the Bellingham Herald

Nonprofits ramp up campaign to increase protections for Pacific bluefin tuna

August 25, 2017 — Ahead of an international conference scheduled next week to discuss rebuilding the Pacific bluefin tuna population, several organizations and influential leaders have urged countries to act quickly to stop what they claim is a steep decline in the species’ numbers.

For years, the Monterey Bay Aquarium’s Seafood Watch initiative has urged people to avoid the fish because of its low numbers, but the campaign has picked up steam in advance of Western and Central Pacific Fisheries Commission’s Northern Committee 13th Regular Session in Busan, South Korea, scheduled to begin on Monday, 28 August. Those involved in the week-long talks centered on conservation measures for the Pacific bluefin tuna include the United States, Canada, Mexico, and Japan, with the latter country being the most dominant market for the species.

Among those speaking out included former U.S. Secretary of State John Kerry, who said the current situation not only threatens the ecology but the economy as well.

“Unsustainable fishing isn’t just the enemy of conservation, it’s the enemy of fishermen everywhere,” said Kerry in a statement on the aquarium’s blog. “We know we can do better. That is why we should all be invested in the difficult task of turning things around and getting Pacific bluefin tuna on a path to recovery.”

Read the full story at Seafood Source

U.S. opens investigation into deaths of right whales

At least 13 of the rare whales have been found dead this year off the coasts of Canada and New England.

August 25, 2017 — The federal government is launching an investigation into the recent deaths of more than a dozen North Atlantic right whales.

At least 13 of the whales have been found dead this year off the coasts of Canada and New England. The whales are among the rarest marine mammals in the world, numbering no more than 500.

An arm of the National Oceanic and Atmospheric Administration said Thursday that it is declaring the deaths “an unusual mortality event.”

Read the full story from the Associated Press at the Portland Press Herald

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