Pabst Brewing Company - Page 37

                                       - 37 -                                         
          Memo. 1972-157.  Under the unique facts at hand, we conclude that           
          the value of the Transferred Assets was sufficiently related and            
          inextricably bound to the value of the tendered common stock to             
          allow us to rely on the tendered price as reflective of the fair            
          market value of the Transferred Assets.  The climate of the beer            
          industry leading up to the subject transaction was such that a              
          brewer's assets were in demand by most of its competitors, and              
          many smaller breweries were willing to sell their assets to a               
          competitor.  Many unrelated persons (including Heileman, Jacobs,            
          and Kalmanovitz) were attempting to acquire control over                    
          petitioner, which would inevitably include control over                     
          petitioner's assets, and an arena of competitive, arm's-length              
          bidding was created from the various attempts to acquire that               
          control.  All of these persons were extremely knowledgeable of              
          the beer industry and the business world in general, as well as             
          the worth of breweries and brewery assets such as those breweries           
          and assets that are before us today.  Although everyone                     
          ostensibly bid for petitioner's stock, rather than its assets,              
          petitioner's management aimed during the bidding war to allow               
          petitioner's shareholders to realize petitioner's underlying                
          asset value.  The bidding and negotiations related thereto were             
          driven with that thought in the mind of petitioner's management,            
          and the fiduciary obligations of petitioner's management (as well           
          as of the Board) forced them to resist any attempt to buy                   
          petitioner's stock for less than petitioner's intrinsic value.              

Page:  Previous  22  23  24  25  26  27  28  29  30  31  32  33  34  35  36  37  38  39  40  41  Next

Last modified: May 25, 2011