Incorporated (the "Offeror's Appraiser") was designated by McCaw as the appraiser to determine the private market value per Share pursuant to Section 2(C) of the PMVG and that the Offeror's Appraiser determined the private market value per Share to be $105.
We have been advised that counsel for McCaw and counsel for the Independent Directors of LIN disagree as to whether, in determining the private market value per Share as defined in Section 2(B) of the PMVG, McCaw and AT&T should be considered as potential buyers of the outstanding Shares.
At the request of counsel for McCaw and counsel for the Independent Directors of LIN, we have consulted with Paul, Weiss concerning the requirements of Section 2(B) of the PMVG and have applied their interpretations in arriving at our determination of private market value per Share set forth below.
We have relied on the advice of counsel for McCaw, counsel for the Independent Directors of LIN and our other counsel on this matter, Cravath, Swaine & Moore, with respect to legal and tax matters other than the issues relating to the interpretation of the PMVG described above.
Based upon and subject to the foregoing, and such other matters as we consider relevant, we have determined that the private market value per Share as defined under Section 2(B) of the PMVG, interpreted as described above, is $127.
We are not expressing any views on the value of the Shares determined by any method, or on any basis, other than pursuant to the standards of the PMVG, interpreted as described herein.