"The Offer Price of $5.95 per share represents a 19.8% discount...

"The Offer Price of $5.95 per share represents a 19.8% discount to Downer’s closing price of $7.42 on the ASX on Monday, 20 March 2017 and a 15.0% discount to the theoretical ex-rights price ("TERP") of $7.00"

The takeover doesnt address the long term issues spotless was facing with declining revenue, and Downer shareholders look like they might lose 20% in quick time. So spotless shareholders seem to be getting a much better deal than Downer shoreholders.