Pabst Brewing Company - Page 38

                                       - 38 -                                         
               The transaction between Heileman and petitioner resulted in            
          Heileman's acquiring the desired assets of petitioner.  Heileman            
          wanted these assets in order to broaden its presence in the                 
          marketplace.  In general, all of the suitors of petitioner's                
          stock wanted to buy specific assets of petitioner, and they were            
          not hesitant about discarding the undesired assets.  From the               
          suitors' point of view, it generally was not the stock that they            
          ultimately wanted; it was petitioner's assets.  The 1982 Consent            
          Degree, for example, mandated that Heileman could keep only some            
          of petitioner's assets.  Likewise, the Agreement in Principle               
          provided for Heileman to retain certain assets of petitioner,               
          while disposing of the rest; the Put Agreement surrounding the              
          First JMSL Offer contemplated the relinquishment of some of                 
          petitioner's assets; and the Second JMSL Offer contemplated a               
          second step merger involving petitioner.  In order for Heileman             
          or any of the other suitors to get the assets that they desired,            
          however, they needed to purchase petitioner's stock.                        
               We believe that petitioner and its suitors both desired to             
          transfer the stock (and the assets that went along therewith) at            
          the best price possible, from each side's point of view, and that           
          each side fought intensely to reach its desired end.  Under the             
          facts herein, including the environment that was created by the             
          competitive bidding war, we believe that the $32 per share price            
          paid for petitioner's stock by Heileman is the best indicium of             
          the fair market value of petitioner's assets.  We recognize that            

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