In a liquidation certain entities have privileges over others i.e. bond holders (debt) generally have the highest, followed by preferred stock holders and other preferred options. Last is the common stock which, importantly, is generally (not always) the majority of stock holders. With that in mind, if major share holders have a chance to sell, without liquidation and the potential of their stock value being reduced to nothing, they may be inclined to accept an offer below the asset value. Hope this makes sense.
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