How is AVO's offer good for DIO share holders?AVO have $60 mil+...

How is AVO's offer good for DIO share holders?
AVO have $60 mil+ in debt.
Their grades are not as good as FL.
They don't own the biggest lease in the area, DIO do.
Their production is no better than DIO atm and their projected production is not worth 2.8 times the SP of DIO.
Their production costs are the same as DIO.
AVO do not have the potential for a huge open pit resource that requires minimal work eg South Kal. (if in doubt refer to KCGM open pit, av grade 2 g/t.Profit for last month over $40 mil)
In my opinion, with current EPS,tenement sizes, production costs, debt levels and MC to number of Shares available, AVO should be offering 3 AVO shares to 1 DIO.
Forgive my generalisation but you must get my drift.
Regards