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Wynnefield Letter To Omega Protein

August 11, 2015

Mr. Gary Goodwin, Chairman of the Board

Omega Protein Corporation

2105 City West Boulevard

Suite 550

Houston, TX 77042


Dear Gary,

"But second chances aren't forever. Even miracles have an expiration date"

 -Robyn Schneider

In the twenty-three years of managing our small cap value fund, Wynnefield Capital Management, LLC and its affiliates (“Wynnefield”) have never observed a more glaring case of "Diworsification" than the risky and unsuccessful effort of Omega Protein Corporation (“Omega Protein”) to enter the human nutrition field.

While the actions of the Board of Directors of Omega Protein may be afforded protection under the "Business Judgement" safe harbor ‎ , the ugly truth is that the Omega Protein Board and its management have flushed away $150 million of shareholder value trying to enter a business that the Board and management lacked the skill sets to integrate, manage or execute on a successful strategic plan. Wynnefield could lay out line by line the details of this tragic and risky misallocation of shareholder equity but we would only be piling on. Omega Protein’s public disclosures filed with the Securities and Exchange Commission tell all.

To cut to the chase, Wynnefield believes that, as a result of the Board’s poorly analyzed, poorly executed and unsuccessful actions, it has forfeited the right to maintain Omega Protein as a public company. Let's not engage in a costly proxy battle that will ultimately end in Omega Protein’s shareholders ousting the current Board over a two year period. Such removal would otherwise be completed in a single year was it not for the fact the Board has “classified” itself as entrenched.

Many boards, including ones on which Wynnefield nominees have served, have made well-meaning but high profile acquisition ‎ mistakes that have severely hurt shareholder value. We are not out to embarrass you. Fortunately for the Board and the shareholders that it purports to serve, the ground has recently shifted under the foundation of Omega Protein in a most positive manner. What has been revealed is a clear and simple path to redemption for all involved parties.

Your road forward must entail the immediate hiring of a reputable investment banking firm to explore all strategic alternatives to maximize and release shareholder value, including the sale of Omega Protein or its assets. The Board has before itself a second chance to correct its past mistakes and perform its duty of serving the shareholders that it represents. We would characterize this opportunity as being a "no brainer."

Simple chanting of the mantra - "Daybrook/Oceana" by the Board ‎ once in the morning and again at night will keep you on the proper path until you have retained an investment banker to guide you in the exploration of strategic alternatives.

Wynnefield, in fairness to all, has given considerable deliberation to come up with a counter argument to the course of action we insist you straightaway pursue and has come up empty.  It's time for the Board to immediately hire an investment banker and run the process to unlock the value in Omega that's staring the entire Board in the face. You will see that this is the right way to proceed rather than engaging in a shootout with Wynnefield that the Board will most surely lose at considerable expense to shareholders.  As the record shows, Wynnefield is tenacious, and has repeatedly been successful, when we are confident, as in this instance, we are right.

Any Gary Cooper fan would tell you that it's "High Noon" for Omega Protein’s Board. Both you and your shareholders have been handed a second chance. We can all emerge as huge winners.

Don't screw it up- reputations and monetary rewards are at stake for all parties.

Please feel free to email me directly at to set up a time to discuss this further.

Tick Tock. Tick Tock.

Nelson Obus, Managing Member

Wynnefield Capital Management, LLC