The special dividend is indeed "on top" of the $2.85 proposed...

The special dividend is indeed "on top" of the $2.85 proposed purchase price but with a key distinction. The footnote mentions that the amount of the Special Dividend would reduce the Proposed Purchase Price. If the Special Dividend is paid, the remaining purchase price will be lowered accordingly. For instance, if a $0.35 special dividend is paid, the remaining value to be received (in cash and/or Superloop shares) would be $2.50 (i.e., $2.85 - $0.35) per share.

Is my math correct here? If Superloop needs to pay roughly $121m in cash as part of the acquisition deal, it would appear that they will likely need to raise additional funds. They have a cash position of $30m and undrawn debt capacity of $48m, summing up to $78.8m.