The whole point of a takeover is to get control - so yes if you sell to a TO you lose your shares.
If you kept your shares - the predator company would have just shelled out premium and still not have control. Not really worthwhile enterprise for them.
Board make a recommendation to small shareholders about the fair price based on various factors - in some cases - like Billabong - the Board rejected a t/over and asked for more - and we all know how that turned out. So the Board needs to make an honest and well considered appraisal of the offer but individual shareholders have a right to reject or accept.
In reality most companies shares are held by a small number of people - so the take Over company only have to get a few sellers from the target on board to get the deal done.
Basically if the Board says yes the deal is done at that price.
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