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Mitchell's illness. Petitioner suggests that no concrete plan ever
existed.
Fourth, petitioner argues that Mr. Hanan relied on post-April
21, 1989, information in developing his discounted cash-flow model.
He used data from fiscal year ended July 31, 1989 (taken from JPMS'
annual certified financial statements) in deriving his April 21,
1989, base year. However, this information was not available until
the late fall of 1989. Thus, petitioner argues, Mr. Hanan premised
his base year data on JPMS' actual financial results that, by
definition, could not have been available at the valuation date.
Furthermore, petitioner contends that Mr. Hanan mechanically used
the KPMG projections (which he referred to as the "DeJoria
projections") to compute his discounted cash-flow.
In short, petitioner contends that while Mr. Hanan's
discounted cash-flow purports to be a minority interest discounted
cash-flow, in reality it is a control discounted cash-flow.
According to petitioner, Mr. Hanan improperly changed the capital
structure of JPMS, adding long-term debt on the assumption that a
minority shareholder could influence capital structure.
Finally, petitioner opines that Mr. Hanan's exorbitant
control value is irreconcilable with Minnetonka's $125 million
offer for all of the JPMS stock. Petitioner urges the Court to
dismiss Mr. Hanan's conclusions as unrealistic.
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