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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.
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