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willing seller would sell the subject assets for the values that
he ascertained. We find doubtful that a hypothetical brewing
company would be willing to do so, if it were not under a
compulsion to sell. Indeed, Tonna's adjustments to the prices of
his comparable sales seem to be based primarily on the acumen
that he acquired purchasing brewery equipment at the auctions of
competitors that were undergoing liquidation. Although these
prior purchases may reflect the price that a reasonable buyer
would pay for brewery equipment at an auction, we do not believe
that the purchases reflect the price at which a reasonable seller
would sell the asset if the seller were not forced to sell its
assets in liquidation. We also note that it is very relevant
that Tonna begins the valuation portion of his report by stating
that "A brewery is only worth what a buyer will pay for it", and
that he believes (but we do not) that the value of used brewery
equipment is inherently low because the equipment is large and
bulky, and it is expensive to move from one location to another.
We are no more persuaded by the conclusion of Matthews as to
the aggregate value of the subject assets. Although Matthews is
the only expert with hands-on experience in the field of
valuation, we do not believe that his methodology of valuing
stock to ascertain the fair market value of the underlying assets
is accurate under the facts herein. In Matthews' mind, the value
of the subject assets at the time of valuation was approximately
$66 million; i.e., his $130 million value for all the Transferred
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