Estate of Richard R. Simplot - Page 52




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          comparable companies; and (5) J.R. Simplot Co. was more liquid than         
          most of  the comparable companies.                                          
               Dr. Spiro concluded that J.R. Simplot Co. was smaller and less         
          profitable than the average comparable company but was growing              
          faster and had slightly greater liquidity than the comparable               
          companies.  (Dr. Spiro believed that J.R. Simplot Co. most closely          
          resembled ConAgra.19)  Dr. Spiro used a weighing process for his            
          valuation ratio indicators and as a result determined a                     
          $719,809,754 fair market value for J.R. Simplot Co. under the               
          market approach.                                                            
               Dr. Spiro then averaged the values he determined for J.R.              
          Simplot Co. under the market ($719.8 million) and income ($721              
          million) approaches, arriving at $720 million.20                            
               (According to Dr. Spiro, the value of J.R. Simplot Co. arises          
          from its resources, which, if properly used, could have yielded a           
          higher return. Dr. Spiro believed that if the Company had                   
          sufficient equity capital, the Company could potentially be a               
          giant. Thus, in Dr. Spiro's opinion, J.R. Simplot's balance sheet           
          is not reflective of the Company's true value.  He based his                
          valuation of the Company using the cash-flow generated but noted            

               19   According to Dr. Spiro, both companies have substantial           
          operations in food processing, fertilizers, and crop protection             
          products, as well as low gross and net margins.  In Dr. Spiro's             
          opinion, because J.R. Simplot Co. is growing faster than ConAgra,           
          the applicable multiples would be increased.                                
               20   As subsequently discussed, except for a disagreement              
          about how short-term debt factors into the value, as well as a              
          minority discount in valuing the Company's Micron Technology                
          shares, this amount is close to that determined by Mr. Much.                

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