Liquid Air Corporation and Subsidiaries - Page 13

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          Breber anticipated that both petitioner and Chemetron would                 
          continue to produce net positive earnings and reinvest them in              
          accordance with the industry norm, thus increasing the value of             
          both the stock and the assets to be exchanged.  According to Mr.            
          Breber, the post-closing adjustment was intended to reflect this            
          anticipated increase.                                                       
               We find Mr. Breber's explanation of the purpose of the post-           
          closing adjustment to be credible and consistent with the                   
          language of the provision itself and with the other evidence in             
          the record.9  Moreover, the fact that Chemetron actually                    
          transferred an additional $3,081,584 in value after the closing             
          provides strong support for Mr. Breber's explanation.  The only             
          natural conclusion is that Allegheny and Chemetron considered the           
          stock to have equivalent value, for it is difficult to imagine              
          that sophisticated businessmen were "either in effect duped into            
          giving * * * [an additional $3,081,584 in assets], or were                  
          indulging in some kind of charitable exercise."  Southern Natural           
          Gas Co. v. United States, 188 Ct. Cl. at 351, 412 F.2d at 1251.             
               Upon consideration of all the evidence in the record, we               
          conclude that the value of assets transferred by Chemetron upon             
          closing, including the additional $3,081,584 transferred pursuant           

          9We note that the acquisition of the IGD from Chemetron would make          
          petitioner a national, as opposed to a regional, supplier of industrial gases.
          Such acquisition could not take place without FTC approval.  As of the closing
          date, FTC approval had been obtained, which removed this contingency.  We   
          believe that these factors would have a positive effect on the fair market  
          value of petitioner's stock.                                                

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