October 29, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of KLA-Tencor Corp (NASDAQ:KLAC), was announced concerning whether the takeover of KLA-Tencor Corp by Lam Research Corporation for a value of approximately $67.02 per share is unfair to NASDAQ:KLAC stockholders.

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

On October 21, 2015, Lam Research Corporation (NASDAQ: LRCX) and KLA-Tencor Corp (NASDAQ:KLAC) announced that they have entered into an agreement for Lam Research to acquire all outstandingKLA-Tencor shares in a cash and stock transaction. KLA-Tencor stockholders will be entitled to elect to receive for the shares of KLA-Tencor stock they hold the economic equivalent of $32.00 in cash and 0.5 of a share of Lam Research common stock, in all-cash, all-stock, or mixed consideration, subject to proration as more fully described in the merger agreement. The transaction values KLA-Tencor at approximately $67.02 per share, or $10.6 billion in equity value based on the closing stock price of Lam on October 20, 2015.

However, given that at least one analyst has set the high target price for NASDAQ:KLAC shares at $81 per share, the investigation concerns whether the offer is unfair to NASDAQ:KLAC stockholders. More specifically, the investigation concerns whether the KLA-Tencor 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.