Ann: Binding Transaction Implementation Deed with SQM, page-348

Does the $3.50 off market deal apply to all shareholders including retail?

If the Scheme fails because Gina builds up >19pc, and Gina does not sell to SQM (she won't because she bought it to prevent them from getting it), would SQM necessarily need to buy up to build an 80% stake or would 51% be suffice for majority control. Off market deal could favour block sales. Unless you know the exact detail, can't assume that is available or guaranteed.

And in any case, the off market takeover deal is at $3.50 no higher than what one could sell in the open market to Gina.

Yes, if the above pans out, AZS could remain listed and there could be prospect for its price to rise higher eventually if everything works well. Except that when a takeover fails, one should be able to buy them cheaper with the takeover premium removed. So it is all about whether you want to buy them cheaper if it fails (on the day the failure is announced) after selling them in the open market at the TO price, not about what its future value is worth.