June 8, 2010 (FinancialWire) — OMNI Energy Services Corp. (NASDAQ: OMNI) said it has entered into a definitive agreement under which an affiliate of Wellspring Capital Management LLC will acquire all of OMNI's outstanding shares for $2.75 per share in cash. The total value of the transaction is approximately $122 million, including assumption of debt. "We believe this transaction will deliver an immediate and significant premium for our shareholders especially in light of the uncertain markets after the unprecedented drop in our end markets in 2009 and the continued current uncertainty in the Gulf of Mexico," said Brian J. Recatto, president and chief executive officer of OMNI.

The agreement has been unanimously approved by the OMNI board of directors following the recommendation of a special committee of independent directors. The cash consideration represents a premium of 29.7% over the closing price of OMNI shares on June 3, 2010.

Completion of the transaction, which is expected in the second half of 2010, is subject to approval by OMNI's shareholders, regulatory approvals and customary closing conditions.

The transaction is not subject to a financing condition. Wellspring has furnished OMNI with commitment letters for the necessary debt financing. Three directors of OMNI, including its chief executive officer Brian Recatto, are participating with Wellspring in the transaction.

The merger agreement allows OMNI until July 16, 2010 to actively solicit other possible bidders and, thereafter, subject to certain conditions, to respond to unsolicited inquiries by other persons interested in acquiring OMNI. Stephens Inc. will assist OMNI in connection with dealings with other possible bidders. Should a superior proposal be received and accepted, OMNI may, subject to certain conditions, including payment of a "break-up" fee of approximately $1.8 million plus expenses up to $0.75 million, terminate the merger agreement with the Wellspring entities.

Stephens Inc. is acting as financial advisor to the special committee of independent directors in connection with the transaction. GulfStar Group was also engaged by the special committee to render a fairness opinion with respect to the transaction. Kelly Hart & Hallman LLP is serving as legal counsel to the special committee. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to Wellspring.

Headquartered in Carencro, LA, OMNI Energy Services Corp. offers a broad range of integrated services to geophysical companies engaged in the acquisition of on-shore seismic data and to oil and gas companies operating primarily in the Gulf of Mexico.

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