Now that ACCC clearance has been given, the "materially higher...

Now that ACCC clearance has been given, the "materially higher execution risk" mentioned before is no longer applicable.

To your point, the directors are justifying their recommendations by:

1) The merger of equals is based on a fixed merger ratio which offers Xenith shareholders45% ownership of a merged QANTM and Xenith business.
This justification must only be really relevant to the 40% of XIP employee shareholders. Couldn't these XIP shareholders buy more IPH shares with the cash component IPH is offering.

2) Avolume weighted average price (VWAP) gives afairer indication of value,

Although this is usually true, unfortunately because QIP has barely any trade volume (i.e. less than 5 trades per day), VWAP is actually unhelpful in this circumstance.

3) QANTM and Xenith are aligned in culture and strategy.

What does this even mean: what's QIP's culture, what's XIP's culture, what's IPH's culture. The more relevant question is what is the culture like at each of the brands within each listed group relative to each other.

On strategy, XIP has clearly stated it sees growth in Asia, and IPH has been doing it there and been successful for a much longer time than QIP. Asian strategy execution risk with QIP seems higher compared to existing market leader IPH in Asia.

4) The significant cash component of the IPH Proposal is unlikely to attract the capital gains tax rolloverrelief which would generally be available in a pure scrip for scrip transaction such as the XIP/QIPmerger.

Is cash is bad, worse than QIP scrip? IPH have said they are looking into a different structure may be tax effective. Problem solved.

5) It is open to question as to whether the IPH Proposal as currently framed would win support fromXenith employee shareholders who hold over 40% of Xenith shares.

That's easy to find out, put it to a vote. Don't need all the XIP employee shareholders, just some of them.

Top 20 shareholders in XIP:
IPH Ltd. 19.99%
Colonial First State Asset Management (Australia) Ltd. 4.99%
Perpetual Investment Management Ltd. 4.99%
Adam Smith Asset Management Pty Ltd. 3.25%
Fidelity 2.62%
Sgourakis Pty Ltd. 1.47% [ex Griffith Hack vendor with 1,300,063 shares]
Phogeodan Pty Ltd. 1.47% [ex Griffith Hack vendor with 1,300,063 shares]
Ng Mountford Pty Ltd. 1.35% [ex Griffith Hack vendor with 1,194,411 shares]
Quatre Bras Pty Ltd. 1.35 [ex Griffith Hack vendor with 1,193,612 shares]
Susan Forrester 0.08% [XIP director]
Kathryn Spargo, 0.03% [XIP director]
Dimensional Fund Advisors LP 0.01%

That means 10 ex vendors have been selling because they are now below 0.01% and dropped out of the top 20.

I think IPH already has the support to reach at least 50%, and is probably close to 60.75% for compulsory takeover.

There's continuous buying at the $1.90 level for the last few trading sessions. Every 1% change (i.e. IPH increases from 19.99% to 20.99%) needs to be announced in a substantial shareholder notice, about a value of $1.7m for each 1%.