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this $32 price is significantly higher than the value of the
stock as traded on the market before the bidding war materialized
in 1982. All the same, we believe that the lower trading value
did not reflect the actual value of petitioner's assets, either
individually or as a whole. We also believe that the lower bids
that were made for petitioner's stock at the start of the bidding
war were nothing more than attempts by the bidders to pay a
premium on the trading price of petitioner's stock, while buying
its more valuable assets at less than their fair market value.
In this regard, we reject petitioner's claim that some part of
the $32 tender price is a premium that Heileman paid to obtain
the Transferred Assets. Although Heileman began its bidding at
$27.50 per share, the $32 price that it ultimately paid was
inevitably driven by the force of the market as to the actual
value of petitioner's assets.
Respondent argues that the bidding war placed petitioner's
management in a state of duress because they knew that a takeover
of the company was imminent and inevitable. Respondent alleges
that petitioner was forced to accept the Heileman proposal
because it wanted to avoid other takeover attempts. Respondent
concludes that the "peculiar circumstances" of this case forced
petitioner to transfer its assets to Heileman for less than their
fair market value. See Bixby v. Commissioner, 58 T.C. 757, 776
(1972). We do not agree. In contrast to respondent, we do not
believe that the subject transaction was driven by "peculiar
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