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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
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