My original attraction to the VRLPA was as discounted asset play, when they were being discounted heavily due to the withdrawal of divy's. The discount to underlying valuation (per the Grant Samuel view) around $2.50 was in my view too great when the VRLPA were below 80c..
I think (but am no expert) that under the Part B response to a takeover the directors have to form a view or have a valid reason for not doing so. The defintion of "valid reason" is the key issue. And assuming a rec is made (or forced legally) then it must be in the interest of all shareholders or again the directors can land in hot water.
There are many ways this could play out and another excellent article by Bryan Frith of the Australian details these very well :
