Omega Protein Closes Purchase of 36.5% of its Outstanding Common Stock from Zapata Corporation

30/11/06 Omega Protein Corporation, the nation's leading producer of Omega-3 fish oil and specialty fish meal products, announced that it has closed its previously announced transaction with Zapata Corporation, to purchase from Zapata 9,268,292 shares of Omega's common stock at a purchase price of $5.125 per share. The aggregate purchase price for the shares, which represent 36.5% of Omega's outstanding common stock, was $47.5 million. In connection with the closing, Zapata's two representatives, Avram A. Glazer and Leonard DiSalvo, have resigned from Omega's Board of Directors.

Omega financed the purchase of the 9,268,292 shares with a previously disclosed senior secured financing facility from Abelco Finance LLC, an affiliate of Cerberus Capital Management, L.P. The facility provides for a five-year, $35 million term loan and a five-year, $30 million revolving credit facility.

If Zapata still owns any shares of Omega's common stock nine months after the closing of the transaction, Omega has the option for a four-month period thereafter to purchase any remaining Omega shares held by Zapata at a purchase price of $4.50 per share.

The transaction was unanimously approved by a Special Committee of Omega directors who are independent of Zapata. TM Capital Corp. has acted as financial advisor to the Special Committee, and has delivered requested opinions with respect to the transaction to the Special Committee.

Joe von Rosenberg, President and Chief Executive Officer of Omega, commented: "We believe that the terms of the transaction are highly favorable to our stockholders and we anticipate that the transaction should be accretive to earnings per share in the future. Also, this transaction has allowed Zapata to substantially reduce its ownership position in an orderly fashion."