Pabst Brewing Company - Page 12

                                       - 12 -                                         
          to purchase up to 5.5 million shares of petitioner at $27.50 per            
          share in cash.  The First HBC Offer was the first step in                   
          implementing the Agreement in Principle.  At or about the same              
          time, the Board concluded that the $24 per share offered by JMSL            
          was inadequate and not in the best interests of petitioner or its           
          stockholders.  The Board's decision was partially based on a                
          written opinion (fairness opinion) that the Board received from             
          petitioner's investment banker, Lehman Brothers Kuhn Loeb, Inc.             
          The fairness opinion stated that:  (1) The $24 price offered in             
          the Second JMSL Offer did not fully represent or reflect the                
          value of a control position in petitioner and (2) the                       
          transactions contemplated by the Agreement in Principle,                    
          including the First HBC Offer, were, taken as a whole, superior             
          to the Second JMSL Offer and the possible second-step merger                
          involving petitioner proposed by JMSL.                                      
               The First HBC Offer and the Second JMSL Offer spawned                  
          extensive litigation among the interested parties.  See, e.g.,              
          Pabst Brewing Co. v. Kalmanovitz, 551 F. Supp. 882 (D. Del.                 
          1982); Jacobs v. G. Heileman Brewing Co., 551 F. Supp. 639                  
          (D. Del. 1982).  On November 17, 1982, the District Court                   
          preliminarily enjoined JMSL, PST, the Jacobs Group, and                     
          Kalmanovitz from consummating the Second JMSL Offer unless                  
          additional disclosures were mailed by JMSL to petitioner's                  
          shareholders.  In response, JMSL mailed to petitioner's                     
          shareholders an amendment to the Second JMSL Offer, dated                   

Page:  Previous  2  3  4  5  6  7  8  9  10  11  12  13  14  15  16  17  18  19  20  21  Next

Last modified: May 25, 2011