- 59 -
In order to arrive at an appropriate voting premium, Mr.
Matthews examined premium data from acquisitions, mergers, and
recapitalizations, observing that the mean aggregate premium
attributable to the "high-vote class" in relation to the "economic
value" of a company was 8 percent, with a median of 5.3 percent.
(Although Mr. Matthews acknowledged that decedent's minority
interest did not represent voting control on the valuation date,
the potential for such a scenario was real and foreseeable.) After
analyzing this data, Mr. Matthews concluded that an appropriate
aggregate premium for J.R. Simplot Co.'s class A voting shares of
6 to 7 percent of the equity value of the Company would be fair.
However, he acknowledged that the premium could be as low as 3
percent28 of the "economic value" of the Company and still be fair.
To determine the value of each share of class A voting stock
(before any discounts), Mr. Matthews calculated the aggregate
premium for all class A voting shares based on J.R. Simplot Co.'s
equity value and divided that amount by the total number of class
A shares outstanding. To determine the value of each share of
class B stock (before any discounts), Mr. Matthews subtracted the
aggregate premium for all class A voting stock from J.R. Simplot
Co.'s equity value and divided that amount by the total number of
class B shares outstanding.
28 Mr. Matthews testified that reasonable minds can differ
as to the premium to be applied to the class A voting shares. In
his opinion, the midpoint of the range of premiums that could be
reasonable was 4 to 5 percent. A 2-percent premium was below his
comfort level.
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