If the majority of shareholders voted for the Woollies deal then...

If the majority of shareholders voted for the Woollies deal then Coles would have to sell its shares as well. All shares or nothing deal. After all, API would cease to exist.

In the end, shareholders are the ones who determine the outcome - the BOD is obliged to put the deal to the vote.

Be interesting if the majority of shareholders voted against the Coles deal - and yes, I know that is extremely unlikely. So, technically, the Coles offer is a binding proposal - not necessarily a done deal until all shareholders vote for it.