January 27, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Material Sciences Corporation (NASDAQ:MASC) shares, was announced concerning whether the takeover of Material Sciences Corporation by Zink Acquisition Holdings Inc. and Zink Acquisition Merger Sub Inc, which are affiliates of New Star Metals Inc. and Insight Equity Holdings LLC for $12.75 per share is unfair to NASDAQ:MASC stockholders.

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

On Jan. 9, 2014, Material Sciences Corporation (NASDAQ:MASC) announced that it has entered into a merger agreement with Zink Acquisition Holdings Inc. and Zink Acquisition Merger Sub Inc, which are affiliates of New Star Metals Inc. and Insight Equity Holdings LLC, a private equity firm headquartered in Southlake, Texas. Pursuant to the merger agreement, Zink Acquisition Holdings Inc will acquire all of the outstanding shares of common stock of Material Sciences Corporation (NASDAQ:MASC) for $12.75 per share in cash, representing a fully diluted equity value of approximately $139 million.

However, given that at least one analyst has set the high target price fro NASDAQ:MASC shares at $13.00 per share, the investigation concerns whether the $12.75-offer is unfair to NASDAQ:MASC stockholders. In addition, given that each of Frank L. Hohmann III, a member of MSCs Board of Directors, and Privet Fund LP and Privet Fund Management LLC, which collectively beneficially own shares of Material Sciences Corporation common stock representing approximately 19% of the outstanding shares of Material Sciences Corporation common stock, have already entered into a voting agreement with Parent, pursuant to which such shareholders have agreed to vote in favor of the adoption of the merger agreement and the approval of the merger, the investigation concerns whether the Material Sciences 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.

On January 27, 2014, NASDAQ:MASC shares closed at $12.69 per share.