The investigation by a law firm focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Semitool, Inc. arising out of their attempt to sell Semitool, Inc. to Applied Materials, Inc. On November 17, 2009 Semitool, Inc. (Nasdaq:SMTL) and Applied Materials, Inc. (Nasdaq:AMAT) announced a definitive agreement for Applied Materials to acquire the outstanding shares of Semitool for $11 per share in an all-cash tender offer or an aggregate purchase price of approximately $364 million. According to Semitool its directors and executive officers hold approximately 32 percent of Semitools outstanding common stock and the boards of directors of both companies approved the agreement.

But according to an investigation by a law firm the transaction appears to be unfair to current investors of Semitool, Inc. (Public, NASDAQ:SMTL) because the offer to purchase Semitool, Inc. (NASDAQ:SMTL) appears opportunistically timed to take advantage of the current economic downturn and is focused on the potential unfairness of the price to Semitool shareholders and the process by which the Companys Board of Directors considered and approved the transaction. Shares of Semitool (SMTL) traded at about $11 per share after the announcement and at about $8.40 per share the day before the news. In particular, the consideration offered to Semitool shareholders appears to value the stock at substantially less than the target price for Semitool stock issued by numerous analysts, so the investigation.

Another investigation even calls that deal suspicious because it appears from a review of the Company's financial statements that the inherent value of the Company's stock is greater than $11 per share and also because at least one analyst has set a target price for Semitool stock at $12 per share. Therefore the investigations concern whether the Semitool Board of Directors breach their fiduciary duties to Semitool, Inc. (SMTL) shareholders by agreeing to sell SMTL at an unfair price thereby harming Semitool, Inc. and its shareholders, whether the directors of Semitool, Inc. may have breached their fiduciary duties by not acting in SMTL shareholders' best interests as directors and executive officers of Semitool holding about 32% of the Company's outstanding common stock have agreed to support the deal, the offer price is only a 13% premium over the $9.73 price that Semitool shares traded at as recently as October 12, 2009, and the Company may not have adequately shopped itself around before entering into this transaction and, pursuant to this proposed transaction, Applied Materials, Inc. may be underpaying for Semitool, Inc., thus unlawfully harming SMTL shareholders.

Semitool, Inc., located in Kalispell, MT, designs, manufactures, installs and services equipment for use in the fabrication of semiconductor devices. The Companys products are focused on the wet chemical process steps in integrated circuit (IC) manufacturing and include systems for wafer surface preparation and electrochemical deposition (ECD) applications.

Semitool, Inc reported in 2007 Total Revenue of $117.39million and in 2008 Total Revenue of $139.04million.