Ann: Ceasing to be a substantial holder for WGO, page-58

In a TO it is the individual investor that makes the decision to Accept or Decline the Offer not the BOD of the target .
Most successful TO's get a recommendation to Accept from the BOD of the target company often after a couple of rejection recommendations and then price increases in the Offer .
A BOD can decline to engage if it thinks an Offer is too low ball and has little chance of success.
However a predator can still make an Offer directly to share holders but it is unlikely to get control.

The Market values every listed business every day .
So if a cash Offer is made significantly above the Market price of the day the BOD of the Target company has to take it seriously and to have very good reasons not to engage and grant due diligence to the Offeror.
The BOD of the Target business has an over riding responsibility to get the best result for its share holders ,
They may Reject Offers if they think the Offer does reflect the true value of the business even if it is well above the Market Price before the TO .
However they usually will get an Independent Experts Report to access the Offer .
The Independent Expert will access the Offer for Reasonableness and Fairness and the SP prior to the TO will have a significant weighing in their assessment , especially wrt the Reasonableness of the Offer .
So the IER can have 3 outcomes Not Reasonable and Fair , Reasonable but Not Fair or Reasonable and Fair .
The BOD recommend to Reject the first outcome , most likely to Reject the second , but not always but has a great dilemma to deal with to Reject a Reasonable and Fair assessment from the IER .
All or partial scrip Offers have more complications because the IER has to weigh up the present and future values of two businesses and the risks involved but the principles are essentially the same .

The Key to unlocking the true value of a business is to have more than one active participant that engage in a competitive auction for the TO Target .A Predator will sometimes try build up a holding in a business before a TO but cannot own more than 20% without making a TO Offer .
Every one will know once a business gets to 5% as an ASX Announcement must be made at that level , but a company knows the owners of shares on their registry at all times .

The great benefit of what has eventuated in the WGO TO is that STX is cashed up and does not need to do a Credit Raise any time soon and is protected from the inevitable drop in the Market Price that a CR brings ,
Getting what was a effectively huge CR away at a price of 40c was a master stroke .
It means that any TO of STX will start at a much higher price than it otherwise would and the BOD of STX have a good argument that they have the funds to unlock more value from their tenements in any TO defense .