Daybrook Announces Merger With Oceana Group Limited, S.A.

Daybrook Holdings Inc. and Daybrook Fisheries Inc. announced today the successful conclusion of negotiations to sell 100% of the share capital of its Louisiana-based plant processing operations and 25% of Westbank LLC, its related marine fishing operations, in a combination of stock purchase and merger with Oceana US Holdings Inc.

Oceana Group Limited, a public company, is the largest fishing company in South Africa and a supplier of fish and fish products to consumers across the consumer spectrum, in many African countries, Asia, Europe, the USA and Australia. Oceana’s fishing business is the catching, processing, marketing and distribution of canned fish, fishmeal and fish oil, horse mackerel and hake, lobster and squid.

“The partnership is a natural fit between the two entities and that the transaction would provide excellent growth opportunities for the combined enterprise to expand production capacity and global market share. Daybrook’s extensive capital investment program to develop an unparalleled production operation in North America is solidly supported by unabated growth in the consuming sector for our products, with global demand far exceeding supply. As we evaluated the various opportunities before us and carefully examined the corporate culture of both companies, we felt the combination of Daybrook with Oceana provides an excellent platform for growth, a win-win deal for both companies, and a good value for our shareholders” said Gregory Holt, President of The Daybrook Companies.

“We are impressed with Oceana’s management, the specific strategic fit with our business, and their commitment to maintaining Daybrook’s core values and its culture of caring for its employees. We are excited about the future and committed to making a strong contribution to growth and earnings in a common approach to these goals.”

The deal has the full support of Oceana’s major shareholders, Tiger Brands Limited and Brimstone Limited. The proposed transaction, which has received approval from the US Maritime Administration, is subject to approvals from Oceana shareholders, Hart-Scott-Rodino Antitrust filing and other typical regulatory approvals.

The primary shareholders in the current business will retain 75% shareholding in Westbank, thereby ensuring both operational continuity and compliance with regulatory requirements. Daybrook will secure its supply of raw materials through an exclusive long-term Fish Supply Agreement with Westbank, whose initial term will be 30 years with an option to renew thereafter.

Oceana CEO Francois Kuttel said that the transaction would provide Oceana with a significant opportunity to expand its international operations, to increase diversification of its targeted fish species, product profile, operational geography and currency exposure. “The success of Daybrook to date is underpinned by the competence of its people, continued investment in the business and innovation in product development. Daybrook also embodies a strong extended family culture. It is our intention to continue with these core elements of its success. We are particularly impressed with the quality of the shore-based production assets and the competence and dedication of the management and staff. We are excited to be a part of this successful combination going forward.”


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