Ann: Spotless lodges Target's Statement - REJECT Downer Offer, page-6

fair comments IMO
Document seems to tell me:
SPO Board and mgt is saying
a. "stick with us and we will do better in future than in past"
b. we have not had any real approaches except possible merge from DOW 10 months ago when the SPO sp was ~$1.10 and that did not eventuate
c. then we ran the company and sp went down to 70c but that was an abberation
That's not going to convince anyone not to accept an offer from DOW.
But they have helped DOW by saying that synergies could be $60M+ pa, so DOW holders can be more comfortable with DOW bidding for SPO, so that should assist DOW sp.
Looks like game up to me (barring the "nice guy" close out of a couple cents more to get a recommendation and 100% completion - I say "nice guy" because my reading is that $1.15 will get the deal done).
DYOR and sympathies with SPO holders who bought in at higher prices with expectations of quality and returns.