February 7, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of ATMI Inc (NASDAQ:ATMI) shares,concerning whether the takeover of ATMI Inc by Entegris, Inc for $34.00 per share is unfair to NASDAQ:ATMI stockholders was announced.

The investigation by a law firm concerns whether certain officers and directors of ATMI Inc breached their fiduciary duties owed to NASDAQ:ATMI investors in connection with the proposed acquisition.

On February 4, 2014, Entegris, Inc.(Nasdaq:ENTG) and ATMI Inc (Nasdaq:ATMI) announced that the Boards of Directors of both companies have approved a merger agreement under which Entegris will acquire ATMI for a total equity value of approximately $1.15 billion on a fully-diluted basis, or approximately $850 million net of cash acquired, including the net cash proceeds from the sale of ATMI's LifeSciences business of $170 million.
Under the terms of the merger agreement, ATMI shareholders will receive $34.00 in cash, without interest or dividends, for each share of ATMI common stock they hold at the time of closing.

However, given that at least one analyst has set the high target price for NASDAQ:ATMI shares at $36.00 per share, , the investigation concerns whether the $34.00-offer is unfair to NASDAQ:ATMI stockholders. More specifically, the investigation concerns whether the ATMI Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.

ATMI Inc reported that its annual Total Revenue rose from $390.09 million in 2011 to $407.43 million in 2012 and that its Net Loss of $20.02 million in 2011 turned into a Net Income of $42.33 million in 2012.

Shares of ATMI Inc (NASDAQ:ATMI) grew from $12.50 per share in August 2010 to as high as $30.60 in late 2013.

On February 7, 2014, NASDAQ:ATMI shares closed at $33.80 per share.