The SLR Directors unanimously recommend the Scheme, and the Independent Expert has concluded the Scheme is fair and reasonable to, and in the best interests of, SLR Shareholders, in the absence of a superior proposal for SLR.
It's a good thing the BoD hold no shares and that even if they unanimously vote yes that's only .5% of the votes lmfao. Well basically if the general public vote no, then it'll be up to the institutions to want a bit more than 3.43 and vote to no as well.
Unfortunately "the absence of a superior proposal for SLR." means that a superior proposal will only appear if SLR shareholders are willing to walk away from the deal (both institutions and general public). If we want a better deal than we're going to have to be willing to walk away from the current one, otherwise we have no leverage to negotiate.
Red would most likely offer a superior proposal if SLR votes no, they would still be getting a really good deal at 1/4. I don't see why they wouldn't offer a superior proposal to push the deal through if SLR was to vote no. They would still be merging with SLR at a discount at 1/4, obviously if SLR holders are willing to accept 3.43 then there is no need for Red to offer a superior proposal.
It's really on the institutions and individual holders to vote no if they want more than 3.43, the cost of voting no could be the merger with Red, is it worth gambling the merger for slightly more? I would personally say that Red should want this merger more than SLR, so the odds of a superior proposal if SLR votes no should be higher than the odds of Red walking away from the merger.