Ps were former minority shareholders of National Alfalfa Dehydrating and Milling Company. Ps charged Bass Bros. (D) with violation of 10b-5 and 14(e) for failing to disclose asset appraisals of National at the time D made a successful tender offer for National. D made the offer at $6.45. The appraisals estimated the value at $12.40 per share in an orderly liquidation and $16.40 per share as the going concern value. The appraisals were prepared by a third party and had been partially corroborated by various officials at National.

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