Pabst Brewing Company - Page 33

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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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