Liquid Air Corporation and Subsidiaries - Page 12

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          we need only determine whether petitioner has met its usual                 
          burden of proof with respect to the purchase price of the assets            
          of the IGD.  Rule 142(a).                                                   
               Mr. Breber, who was in charge of negotiating the purchase of           
          the assets of the IGD on petitioner's behalf, testified8 that the           
          purpose behind the post-closing adjustment provision in the                 
          Contract was to balance the anticipated increase in the value of            
          petitioner's shares from the Contract date until the closing date           
          with additional assets of the IGD to be delivered at closing.               
               According to Mr. Breber, the industrial gas industry, of               
          which petitioner and Chemetron were a part, is a capital                    
          intensive industry.  In order to maintain profitability, a                  
          certain percentage of annual earnings must be reinvested in fixed           
          assets.  Petitioner's policy was to retain approximately 25                 
          percent of its pre-tax earnings, which was generally in                     
          accordance with the industry norm.  An additional 25 percent of             
          petitioner's pre-tax earnings was generally paid out to the                 
          shareholders as dividends.  Because the transaction required the            
          approval of the FTC before it could close, the parties                      
          anticipated a delay between the signing of the Contract and the             
          closing of the transaction.  During the course of such delay, Mr.           

          8Because Mr. Breber would be unavailable to testify at trial, the parties   
          examined him under oath before an independent stenographer.  The examination
          was recorded, and a transcript thereof was admitted in evidence.  The parties
          stipulated that if Mr. Breber were called to testify at trial, his testimony
          would be as set forth in the admitted transcript.                           

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