Ann: Orocobre and Galaxy Merger - Announcement, page-301

IMO it's not about the deal being "conditional" to potential offers for

Orecobe.
Rather GXY is being taken over by ORE and GXY's MtCatlin is a Jewel that (now it's on the market) might attract all sorts of miners to the table.

The ORE offer is at the mercy of the ORE SP at the record date (8-10 weeks away). Hopefully before then, the independent Expert may not approve the deal in its current form. The Court may also rule that the board is not acting in the best interests of its shareholders.
Regarding the offer, I bought GXY 4 years ago because of the hard rock deposits and the massive future growth in the demand for lithium. Orocobre knows the value and their offer is insulting.
As for any other offers, put your money where your mouth is!
Make a serious offer and give us the option to take the money or a share exchange.
Is the board losing the confidence of the shareholders?