Saving Seafood

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

Little Fish, Big Worry: Future of Menhaden Sparks Concern

October 2, 2017 — PORTLAND, Maine — A big decision about the future of a little fish is attracting the attention of ocean conservation groups who say they are concerned about whether menhaden fishing can be considered sustainable.

Industry players are petitioning the London-based Marine Stewardship Council to offer its well-known sustainability certification to the Atlantic Ocean and Gulf of Mexico fisheries for menhaden, a small schooling fish that plays a vital role in the ocean food web.

The Marine Stewardship Council’s sustainability marker, prominently displayed on seafood packages in grocery stores, is one of the most recognized seafood labels in the marketplace. The company requesting the certification is Omega Protein, which is the largest harvester of menhaden in the Atlantic and the Gulf.

A sustainable certification for menhaden is important because companies that use menhaden products are starting to require it, said Ben Landry, a spokesman for the Houston-based company. He said it’s becoming especially common for aquaculture firms to require that feed be certified responsibly harvested.

Landry said the company is hopeful to obtain certification sometime in early 2018.

“It’s the gold standard in seafood certification. It signals to consumers that you’re truly a sustainable company that harvests these fish,” he said.

Read the full story from the Associated Press at the New York Times

Menhaden battle once again pits Virginia against Northern states

September 25, 2017 — HEATHSVILLE, Va. — Five years ago, the Atlantic States Marine Fisheries Commission cut the menhaden harvest by 20 percent, forcing the largest employer in the rural tip of the Northern Neck, Omega Protein, to lay off workers and decommission a ship.

The tiny fish is sold by fishermen as bait to catch blue crabs and commercially rendered for its oil and byproducts at Omega’s Reedville plant. Environmentalists and anglers say it’s critical to the diet of other Chesapeake Bay and Atlantic species such as osprey, striped bass and dolphin. At the time, commissioners said menhaden was at the point of being depleted.

Since then, ASMFC, which manages fisheries from Maine to Florida, changed its method of assessment and says stocks are now healthy. It began easing catch limits to where the quota is now only about 6 percent short of the 212,000 metric tons it once was.

Omega, which catches a half-billion fish each year, replaced two of its seven ships this year with larger, more efficient ships and rehired some of its employees.

But the company sees a new problem.

Monty Deihl, vice president of Omega’s operations, calls it “a fish grab” by other ASMFC member states, specifically northern states where more menhaden have been showing up.

“The stock is very healthy, the quota could be raised, but no one wants to raise the quota because Virginia will get 85 percent of whatever is raised,” he told a crowd of mostly employees and their families at an ASMFC public hearing last week. “You should be offended at the way all the other stuff was done to try to get a piece of what you all put your time and careers in to build.”

Read the full story at the Free Lance-Star

Atlantic Menhaden Catch Limits May Get Overhaul

September 18, 2017 — A major overhaul could be coming in how menhaden are managed along the East Coast — one that might, for the first time, try to account for the ecological role of the small and oily fish.

The Atlantic States Marine Fisheries Commission (ASMFC), which oversees migratory fish along the coast, is preparing to update its menhaden management plan this fall. It’s looking to revisit how the catch is distributed among states and fisheries and may adjust the catch limit for the Chesapeake. Public hearings on potential changes are scheduled for September, with written comments accepted through Oct. 20.

It should be noted that a July ruling by the U. S. Commerce Department has thrown into doubt the ASMFC’s authority in regulating fisheries. The federal ruling allowed New Jersey, one of the 15 states regulated by (and represented on) the ASMFC, to reject the commission’s harvest restrictions on Atlantic flounder, which has been declining since 2000. It’s the first time since the commission was authorized by Congress in 1993 to adopt and enforce coastwide harvest restrictions that a state has been allowed to ignore the commission’s harvest regulations. Fisheries managers are concerned that other states might follow suit if pressure from fishing interests is great enough.

Regarding menhaden, people generally don’t eat the small, oily fish, yet it has been the focus of heated debates in recent years over how many should be caught. By weight, menhaden are the largest catch in the Bay, primarily because Reedville, VA — home port of Omega Protein’s “reduction” fishing fleet — is where the fish are reduced (processed) into vitamin supplements, fish meal and other products.

Read the full story at Chesapeake Bay Magazine

Overhaul being weighed in Atlantic coast menhaden management

Commission seeks comments on catch limits and distribution of catch among fisheries

August 29, 2017 — A major overhaul could be coming in how menhaden are managed along the East Coast — one that might, for the first time, try to account for the ecological role of the small and oily fish.

The Atlantic States Marine Fisheries Commission, which oversees migratory fish along the coast, is preparing to update its menhaden management plan this fall. It’s looking to revisit how the catch is distributed among states and fisheries and may adjust the catch limit for the Chesapeake.

Public hearings on potential changes are scheduled for September, with written comments accepted through Oct. 20.

People generally don’t eat menhaden, yet the fish has been the focus of heated debates in recent years over how many should be caught. By weight, menhaden are the largest catch in the Bay, primarily because Reedville, VA — home port of Omega Protein’s “reduction” fishing fleet — is where the fish are reduced or processed into vitamin supplements, fish meal and other products.

The Omega fleet’s menhaden harvest accounts for about 75 percent of the coastwide catch, with the rest taken by small, but growing, operations that sell the fish as bait for recreational and commercial use.

Read the full story at the Bay Journal

Update Assessment Confirms Sustainable Atlantic Menhaden Stock

Atlantic fisheries managers will take positive findings into consideration for management purposes

ALEXANDRIA, Va. – August 2, 2017 – The following was released by the Menhaden Fisheries Coalition: 

Today, the Atlantic States Marine Fisheries Commission (ASMFC) was presented with an updated stock assessment that shows Atlantic menhaden is neither overfished nor experiencing overfishing. These positive conclusions mirror the results of the ASMFC’s 2015 benchmark assessment of Atlantic menhaden, which showed a healthy and sustainable stock.

The 2017 Atlantic Menhaden Stock Assessment Update, prepared by the ASMFC’s Atlantic Menhaden Stock Assessment Subcommittee using data through the 2016 fishing year, shows that fishing mortality remains well below the ASMFC’s target levels (see Table 7.2.1.1 below). The assessment further indicates that the target has not been exceeded for many years; this includes 2012, when the ASMFC cut Atlantic menhaden catch rates by 20 percent based on a flawed stock assessment.

“We’ve maintained for years that Atlantic menhaden is being managed sustainably, and today’s update assessment continues to prove our case,” said Peter Himchak, Senior Fisheries Scientist at Omega Protein, a member of the Menhaden Fisheries Coalition. “Coalition members who make their living in the menhaden fishery have worked diligently to safeguard this resource, and today’s findings validate their hard work.”

The Assessment Update approved today also shows an increase in Atlantic menhaden biomass and numbers of individual fish (see Figure 6.2.3.4 below). Taken in combination, positive trends for both biomass and numbers of individual menhaden are strong indications of a healthy menhaden stock.

In 2012, the ASMFC slashed Atlantic menhaden catch rates after a flawed stock assessment indicated menhaden was being overfished. However, a 2015 assessment using improved methods and better science showed that menhaden had not been overfished in 2012 or at any time since the 1960s, and that the stock was healthy. Based on these positive results, the ASMFC raised the catch quota for Atlantic menhaden in both 2015 and 2016, but catch rates remain below 2012 levels when quota reductions were implemented.

“This update assessment further confirms our view that the 2012 harvest cuts were unwarranted and not based on sound science,” said Jeff Kaelin, Government Relations Coordinator at Lund’s Fisheries, another Coalition member. “In large part due to those cuts, we are underfishing this resource and unnecessarily hurting the fishermen who depend on it. The ASMFC’s menhaden board has options before it that could restore the fishery to pre-2012 levels, and we ask that they give those options the consideration they deserve.”

About the Menhaden Fisheries Coalition 
The Menhaden Fisheries Coalition is a collective of menhaden fishermen, related businesses, and supporting industries. Comprised of businesses along the Atlantic and Gulf coasts, the Coalition conducts media and public outreach on behalf of the menhaden industry to ensure that members of the public, media, and government are informed of important issues, events, and facts about the fishery.

BEN LANDRY: Have honest discussion on menhaden fishing

July 24, 2017 — The following is excerpted from an op-ed by Ben Landry, Director of Public Affairs for Omega Protein, and was published Friday by The Providence Journal:

In his July 7 column (“Opinions on changes to menhaden quota are divided”), Capt. Dave Monti makes multiple inaccurate claims about the biology and management of menhaden — claims that someone who advises menhaden regulators at the Atlantic States Marine Fisheries Commission should know do not conform to the latest menhaden science.

Mr. Monti mischaracterizes the health of the Atlantic menhaden stock when he says it is “on the rebound, due to the first-ever catch quota put into place in 2012.” As an ASMFC advisor, Mr. Monti should know that the 2012 catch quota was based on a stock assessment, later determined to be faulty, that showed menhaden was being overfished. That later-disproven science led the commission to unnecessarily slash menhaden catch rates by 20 percent, hurting those who make their living in the fishery.

In 2015, following extensive improvements to its menhaden stock assessment model, the ASMFC found that menhaden was not overfished, not experiencing overfishing, and has actually not been overfished in decades. The science doesn’t show the Atlantic menhaden stock to be “on the rebound,” it shows it has had a clean bill of health all along.

Despite these developments, the current quota remains below 2012 levels. This is the result of politics, not science, and makes little sense, as the ASMFC itself found that the previous cuts were unwarranted.

Read the full op-ed at The Providence Journal

LYNTON S. LAND: Bay fishery to keep deteriorating unless nutrients from land are addressed

June 28, 2017 — The March Bay Journal 2017 commentary, Don’t let menhaden become a case of could have, should have, would have, laments the decline in Bay menhaden populations and blames the reduced number of predatory “sport” fish on Omega Protein’s harvest.

The Atlantic States Marine fisheries Commission is quite clear this year that “Atlantic menhaden are neither overfished nor experiencing overfishing” (asmfc.org/species/atlantic-menhaden).

In Maryland, juvenile menhaden are sampled annually through the Estuarine Juvenile Finfish Survey. The index of juvenile menhaden has been low since 1992, and “environmental conditions seem to be a major factor driving recruitment.” (dnr.maryland.gov/fisheries/Documents/Section_4_Atlantic_Menhaden.pdf).

Something other than overfishing must contribute to, or even be responsible for, reduced Bay menhaden populations. I contend that the primary cause of depleted finfish stocks, including bottom-feeding fish like croaker that do not eat menhaden, and the menhaden themselves, is poor water quality, not overfishing.

As a child in the late 1940s, I recall visiting my uncle’s cottage on the water near Solomons Island, MD, where we caught large bluefish and rockfish. He would give me a quarter to pull up eelgrass from under his boat so the propeller wouldn’t chop it up and foul the engine’s water pump. Dense meadows of grass were obvious beneath the clear water. I doubt there is much eelgrass anywhere near Solomons Island today and Bernie Fowler’s “Wade-In” documents turbidity and the fact that there has been no recent improvement.

I moved to Virginia’s Northern Neck on the Little Wicomico River, near Smith Point, in 1998. At that time, I could exit the jetties and turn to the southeast into about 30 feet of water and easily catch large croaker, as well as spot, trout and flounder. I haven’t caught fish there, nor seen them on the depth sounder, in many years.

The pound nets nearby still catch menhaden for crab bait, although they are smaller than fish in the past. They no longer catch many “food fish.”

In about 2000, big Omega trawlers fishing for menhaden were common up to the Maryland-Virginia line. Now, I never see the trawlers and most of the plentiful menhaden are being caught outside the Bay, where the population is robust. In late summer, schools of Spanish mackerel and bluefish once chased bait on the bar west of Smith Point Light. Casting into the schools, as they were being worked by birds, or trolling beside them, was great fun and very productive. No more.

Spanish mackerel, my favorite fish, are no longer abundant and I rarely see birds actively working the water. Trolling for big rockfish was almost always successful a decade ago. Lately it is more often unsuccessful, although a few are still being caught.

Read the full opinion piece at the Bay Journal

U.S. Gulf and Atlantic Menhaden Fisheries Enter MSC Sustainability Assessment

June 15, 2017 — The following was released by the Marine Stewardship Council:

The Marine Stewardship Council (MSC) has announced that the U.S. Atlantic menhaden and U.S. Gulf of Mexico menhaden fisheries have entered the evaluation process in order to acquire the respected blue ecolabel for sustainable fishing. The assessments are being conducted by third-party independent auditors SAI Global at the request of Omega Protein.

Menhaden are caught commercially via the modern purse seine reduction method.  They are used in fishmeal and fish oil for human and animal nutrition, due to their high natural concentration of healthy omega-3 fatty acids. Menhaden are also valuable as bait for fishers targeting other commercially valuable species, such as lobster.

Atlantic menhaden (Brevoortia tyrannus) appear in estuaries and coastal waters from northern Florida to Nova Scotia. 

Gulf menhaden (Brevoortia patronus) have a similar biology to Atlantic menhaden. They have a Gulf-wide range, from the Yucatan Peninsula in Mexico, across the western and northern Gulf to eastern Florida. Adults are found in nearshore waters and lower bays, while juveniles are found in fresh and brackish estuaries and rivers.

The second largest US fishery

Between the Atlantic and Gulf Coasts, the U.S. menhaden fishery is the second largest in the country by weight, trailing only Alaska pollock.

Commercial landings of Atlantic menhaden peaked in the 1950s, while commercial landings of Gulf menhaden peaked in the early 1980s.

“The MSC blue ecolabel is the gold standard for sustainable fishing worldwide. We are extremely proud of the work we’ve done to conduct our fishing operations sustainably, and we’re excited to share this work with the auditors as they undertake this assessment to the MSC Standard,” said Ben Landry, the Director of Public Affairs for Omega Protein. “We are confident that the menhaden fishery will meet the MSC Standard, recognizing its advances in responsible harvesting methods as we continue to pursue the most sustainable fishing practices available.”

Eric Critchlow, MSC U.S. program director, said, “We welcome the U.S. Gulf of Mexico and Atlantic menhaden purse seine fisheries’ decision to enter MSC assessment. This is an important milestone for the MSC and for fishing in the United States.”

MSC’s Standard for Sustainable Fishing

The MSC Fisheries Standard is designed to assess the sustainability of fishery practices and management methods. The standards used to evaluate fisheries have been developed in deliberation with scientists, industry, and conservation groups, and reflect the most up-to-date fisheries science and management practices.

The MSC Standard is based on three core principles that every fishery must meet in order to be MSC certified:

  1. Sustainable fish stocks: Fishing activity must be at a level which ensures it can continue indefinitely.
  2. Minimizing environmental impact: Fishing operations must be managed to maintain the structure, productivity, function, and diversity of the ecosystem.
  3. Effective Management: The fishery must comply with relevant laws and have a management system that is responsive to changing circumstances.

The assessment is being carried out by the certification body SAI Global Assurance Services and has an expected completion date of December 2017. The MSC assessment process is open for public input. Those interested in the menhaden fishery can participate by contacting Jean Ragg at Jean.Ragg@saiglobal.com.

About Omega Protein

Omega Protein Corporation (NYSE: OME) a century old nutritional product company that develops, produces and delivers healthy products throughout the world to improve the nutritional integrity of foods, dietary supplements and animal feeds. Omega Protein’s mission is to help people lead healthier lives with better nutrition through sustainably sourced ingredients such as highly-refined specialty oils, specialty proteins products and nutraceuticals. 

The Company operates seven manufacturing facilities located in the United States, Canada and Europe. The Company also uses over 30 vessels to harvest menhaden, a fish abundantly found off of the coasts of the Atlantic Ocean and Gulf of Mexico. Its website is www.omegaprotein.com.

About the Marine Stewardship Council (MSC) 

The Marine Stewardship Council (MSC) is an international non-profit organization. Its vision is for the world’s oceans to be teeming with life, and seafood supplies safeguarded for this and future generations. The MSC certification program recognizes and rewards sustainable fishing practices and is helping create a more sustainable seafood market.

The blue MSC label on a seafood product means that:

  • It comes from a wild-catch fishery which has been independently certified to the MSC’s science-based standard for environmentally sustainable fishing.
  • It’s fully traceable to a sustainable source.

More than 300 fisheries in over 35 countries are certified to the MSC’s Standard. These fisheries have a combined annual seafood production of almost 10 million metric tons, representing close to 12% of annual global marine harvest. More than 25,000 seafood products worldwide carry the blue MSC label. msc.org

U.S. Gulf and Atlantic Menhaden Fisheries Enter MSC Sustainability Assessment

HOUSTON — June 15, 2017 — The following was released today by Omega Protein:

Last week, the Marine Stewardship Council (MSC) announced that the U.S. Atlantic menhaden and U.S. Gulf of Mexico menhaden fisheries have entered the evaluation process in order to acquire the respected blue ecolabel for sustainable fishing. The assessments are being conducted by third-party independent auditors SAI Global at the request of Omega Protein.

Atlantic Menhaden

Atlantic menhaden (Brevoortia tyrannus) are small, oily fish that are caught commercially in a fish meal and fish oil fishery and a bait fishery. They appear in estuaries and coastal waters from northern Florida to Nova Scotia. While considered unfit for direct human consumption, menhaden caught via the modern purse seine method are used in fish meal and fish oil for human and animal nutrition, due to their high natural concentration of healthy omega-3 fatty acids. Menhaden are also valuable as bait for fishermen targeting other commercially valuable species, such as lobster.

Gulf Menhaden

Gulf menhaden (Brevoortia patronus) have a similar biology to Atlantic menhaden and are also caught in both a fish meal and fish oil fishery and a bait fishery. They have a Gulf-wide range, from the Yucatan Peninsula in Mexico, across the western and northern Gulf to eastern Florida. Adults are found in nearshore waters and lower bays, while juveniles are found in fresh and brackish estuaries and rivers.

The Second Largest U.S. Fishery

Between the Atlantic and Gulf Coasts, the U.S. menhaden fishery is the second largest in the country by weight, trailing only Alaska pollock. The purse seine fishery is notable for being extremely clean; according to the National Oceanic and Atmospheric Administration’s Chesapeake Bay Office, it is “one of the most selective, and effective fisheries,” as evidenced by an insignificant bycatch.

Commercial landings of Atlantic menhaden peaked in the 1950s, while commercial landings of Gulf menhaden peaked in the early 1980s. Harvest levels of menhaden have significantly decreased, essentially tracking fishing effort, since those high points, and the most recent stock assessments of Gulf menhaden and Atlantic menhaden confirm that neither species is undergoing overfishing or being overfished.

Statements from Omega Protein and MSC

“The MSC blue ecolabel is the gold standard for sustainable fishing worldwide. We are extremely proud of the work we’ve done to conduct our fishing operations sustainably, and we’re excited to share this work with the auditors as they undertake this assessment to the MSC Standard,” said Ben Landry, the Director of Public Affairs for Omega Protein. “We are confident that the menhaden fishery will meet the MSC Standard, recognizing its advances in responsible harvesting methods as we continue to pursue the most sustainable fishing practices available.”

“We welcome the U.S. Gulf of Mexico and Atlantic menhaden purse seine fisheries’ decision to enter MSC assessment,” said Eric Critchlow, MSC U.S. program director. “This is an important milestone for the MSC and for fishing in the United States.”

MSC’s Standard for Sustainable Fishing

The MSC Fisheries Standard is designed to assess the sustainability of fishery practices and management methods. The standards used to evaluate fisheries have been developed in deliberation with scientists, industry, and conservation groups, and reflect the most up-to-date fisheries science and management practices.

The MSC Standard is based on three core principles that every fishery must meet in order to be MSC certified:

  1. Sustainable fish stocks: Fishing activity must be at a level which ensures it can continue indefinitely.
  2. Minimizing environmental impact: Fishing operations must be managed to maintain the structure, productivity, function, and diversity of the ecosystem.
  3. Effective Management: The fishery must comply with relevant laws and have a management system that is responsive to changing circumstances.

The assessment is being carried out by the certification body SAI Global Assurance Services and has an expected completion date of December 2017. The MSC assessment process is open for public input. Those interested in the menhaden fishery can participate by contacting Jean Ragg at Jean.Ragg@saiglobal.com.