Your figures are incorrect due to the way you have used implied values.
If TAM take up the put options, in cash, in both cases they will have recieved:
1. MLX offer: $11m + $5m shares + $32m + free carry to production = $48m + free carry
2. NST offer: $11m + $9m shares + $20m + $32m + free carry to production = $72m + free carry
NST clearly superior by $24m.
The difference between the implied values you used - MLX $64m less NST $45.5 = $18.5m is the net additional implied value to MLX not TAM.
MLX made the mistake of trying to snare 50% for the free carry - too greedy! TAM shareholders will not approve as is their right under the conditions of the HoA and their legal right for a Substantial Transaction.
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