Ok here is a special version for rocket scientists of my argument based on research into the psychology of decision making.
If holdouts knew their individual vote was part of a collective vote that would see the TO succeed and the company put into the hands of the more competent MCT BoD they would vote against their directors.
But they don't know that.
It is possible that by keeping their directors MCT will have to up their offer. So a vote against their directors might not be in the holdouts individual interests. You can wax lyrical about the greater good of the company but the holdouts see a chance to get a better offer and get the improved company benefits as well. Two payoffs.
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