to turn prospective voters that will side with them against them you'll have to offer more than the offer price ie 3c that way they sell their shares rather than vote with them. this will force either a higher bid or turn the voting table against them. at 2.7c supportive voters would just wait and take the deal from them helping them across the line as none would have sufficient enough holdings to make the timing of the pay out generate a large enough of a financial opportunity cost in my opinion.
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Ann: Proposed Acquisition of Cellnet by Wentronic, page-13
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