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prevented Heileman from acquiring any brewing concern in an
eight-State area of the Midwestern United States. Shortly after
Heileman announced on May 28, 1982, that it intended to acquire
all of petitioner's shares in a merger transaction by paying cash
of $24 per share, the Justice Department announced that it would
oppose the proposed acquisition due to the 1973 consent decree.
When Heileman and petitioner were discussing their possible
affiliation, representatives of petitioner and Olympia Brewing
Co. (Olympia) were discussing a business combination of their two
companies. Olympia was a competitor of petitioner, with brewing
facilities in: (1) Tumwater, Washington, (2) St. Paul,
Minnesota, and (3) San Antonio, Texas. Olympia's brands of beer
were: (1) Olympia, (2) Olympia Gold (light beer), (3) Hamm's,
(4) Hamm's Special Light, (5) Lone Star, (6) Lone Star Light,
(7) Buckhorn, and (8) Grenzquell. Petitioner's management
believed that a combination of petitioner and Olympia would be
good from a business point of view, and that it would allow
petitioner's shareholders to realize cash or cash equivalents for
their shares through a recapitalization. On June 2, 1982,
petitioner's wholly owned subsidiary, PBC Corp. (PBC), commenced
a cash tender offer for 1.27 million shares of Olympia at
$26 per share (PBC Offer). Eight days later, petitioner and PBC
entered into a definite agreement with Olympia providing for a
business combination between petitioner and Olympia (June 10,
1982, Agreement). Under the June 10, 1982, Agreement, the PBC
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