AJM Chart, page-104

Anyone trying a takeover does not have to get approval, just shares. Lets say someone comes along and offers a 40% increase on today's price, just happens to be 20c. Unless a buyer pops up at 20.5c then the bidder gets all shares for sale. Often a fund or 2 will buy at 20.5-21c and they pick up shares over time.
Time up for offer and nothing happens for a month or 2. Share price drifts back to 18-19c. Bidder then offers 26c/sh, board say no deal, but the 1 or 2 funds are happy with a quick 25% profit and take deal. If the takeover deal is deemed full price by the market, then company stays at 26c picking up shares as they are sold.

Along the way when they get to 25-30% holding, they start to put their own people on the board, and in management, they have the numbers to do this when they get to those levels. They then start doing things in the long term interests of the company but not necessarily shareholders, like T/O of other hopefuls etc, but pay no dividends.
Often when in control, they let the SP drift, or pay someone to push it down, until the SP gets very low ,too low for reason, say 15c again. Then they do another T/O offer at 20c that of course the now stacked board recommends. Before you can blink they have over 50% and everyone capitulates.

The above is pretty much exactly what happened to PanAust a couple of years ago.
Only if the board keep control can they stop it happening. By that they need a large group of shareholders that will back them with votes. Usually only about 20-30% of holders bother to vote so you need a strong group to stop it happening, along with lots of board votes.
The usual culprit will be the largest holder. In this case we know exactly who that will be very shortly, with 20% of all shares.