takeover offered by tox

Can anyone explain to me why this is trading at 36 cents when the directors have endorsed the takeover offer at 39 cents Plus a Dividend, so im estimating 40+ cents if u include the divie...


Im surprised it's at an approx 12% discount to the offer, especially if there is a counter offer, which im not sure of those chances but Transpacific own 22% according to commsec
Transpacific Industries Pty Ltd 31,018,040 22.68 as of 19/9/11 I think they were previously interested party as well.

The other question you have to ask PER of DMX 11.58 and Div 5.8% Fully Franked is this offer to low??