"In coming to this decision, the Board believes: ▪ the Indicative Proposal is materially below Tyro’s fundamental value and highly opportunistic given the Offer Price is substantially below where Tyro’s share price has traded in the past 12 months; ▪ the Indicative Proposal is highly conditional; ▪ Tyro has attractive growth prospects as it continues to take share in the Australian payments and business banking markets; ▪ Tyro expects to achieve strong and improving operating leverage in the medium term; and ▪ Tyro is well funded and capitalised to support its growth ambitions."
You could substitute "NEA" for "Tyro" in each of the points above re the NEA takeover offer.