Rigrodsky & Long, P.A. Part of Group that Obtained Important Additional Benefits for Shareholders of Martek Biosciences Corporation Concerning Its Sale to Koninklijke DSM, N.V.

Rigrodsky & Long, P.A. Part of Group that Obtained Important Additional Benefits for Shareholders of Martek Biosciences Corporation Concerning Its Sale to Koninklijke DSM, N.V.

Plaintiffs commenced this class action in the Maryland Circuit Court for Howard County on behalf of the public shareholders of Martek Biosciences Corporation (“Martek” or the “Company”) against Martek and its Board of Directors (the “Board” or “Individual Defendants”) to enjoin the transaction announced on December 21, 2010 (the “Transaction”), pursuant to which Koninklijke DSM, N.V. and its wholly-owned subsidiary, Greenback Acquisition Corporation (collectively, “DSM”) would acquire Martek.  On or about December 20, 2010, the Individual Defendants caused Martek to enter into an agreement and plan of merger (the “Merger Agreement”) to be acquired by DSM in a transaction by means of a cash tender offer (the “Tender Offer”) and second-step merger valued at approximately $1.087 billion in the aggregate.  The Tender Offer commenced on January 13, 2011 and expired at 5:00 p.m., New York City time, on February 18, 2011.

Plaintiffs alleged that the Transaction was the product of a flawed process that resulted from the Board’s failure to maximize shareholder value and deprived Martek’s public shareholders of the ability to participate in the Company’s long-term prospects.  Additionally, plaintiffs alleged that defendants’ attempted to obtain shareholder approval of the Transaction through materially incomplete and misleading disclosures contained in Martek’s Solicitation/Registration Statement filed with the United States Securities and Exchange Commission (“SEC”) on Form SC 14D-9 on January 13, 2011 (the “Solicitation Statement”) and DSM’s Tender Offer Statement filed with the SEC on Form SC TO-T on January 13, 2011 (the “Schedule TO”).  Plaintiffs sought enjoinment of the Transaction or, alternatively, rescission of the Transaction in the event defendants were able to consummate it.

Rigrodsky & Long, P.A. led negotiations with counsel for the defendants that produced important additional disclosures made by the Company via an amended 14D-9 filed with the SEC on February 7, 2011.  Among other things, the additional disclosures placed additional information regarding the sale process leading up to the Transaction and additional information regarding the various analyses performed by Martek’s financial advisor, Allen & Company LLC (“Allen & Co.”), in arriving at its opinion as to the fairness, from a financial point of view, of the consideration offered to shareholders in the Transaction into Company shareholders’ hands.  These disclosures included additional detail regarding Allen & Co.’s calculation of Martek’s free cash flows, Sum-of-the-Parts Selected Companies Analyses, and Sum-of-the-Parts Discounted Cash Flow Analyses.