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inclination to purchase enough of the stock to force Mr.
Borgatello's 82.76 percent block to be sold in two smaller
blocks. More importantly, our analysis presumes that the
transaction involves a willing buyer and a willing seller under
no particular compulsion to enter into a transaction. We
seriously doubt that a willing seller under no compulsion to sell
would dispose of an 82.76-percent block of stock in the manner
suggested by the estate. What is more likely is that the buyer
and seller would seek assurances from the other shareholders that
they would not interfere in the transaction by exercising their
rights pursuant to the stock purchase agreement. This would add
some uncertainty and a chilling effect to the transaction, but
not to the extent that the estate argues. Consequently, we
accept respondent's assessment of the stock purchase agreement
and discount the net asset value by 3 percent for that factor.
The final adjustment Mr. Wilde makes to the net asset value
accounts for transaction costs associated with the eventual sale
of the assets. Mr. Wilde's estimation of these transaction costs
is 7 percent of the net asset value. In an immediate
liquidation, Mr. Brockardt estimates these costs to be 5.7
percent of the net asset value. Given the narrow range of these
figures, we think a 6-percent discount for transaction costs is a
reasonable estimate.
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