Pabst Brewing Company - Page 39

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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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