Directors / management just absolutely sell out the shareholders and try and con them as much as possible.
What do they have to gain? Usually they get higher remuneration packages under the new company / directorship or some other implicit "bribe", or get to save face (as mentioned above) by bailing without the negative consequences on their career or reputation.
It is up to shareholders basically to not be so daft. Shareholders should've bought more and vote no hard as possible and convince others to do so (I didn't own any as I have my money in other opportunities with earnings next week, sorry).
The majority (60-70% or more) of takeovers of micro cap equities are just absolute scams usually and we need to push back and stop just allowing and voting yes for each one.
It doesn't help that they call up all of the shareholders often (happened to me a few times) saying to vote yes, and the directors recommend etc etc etc to try and guilt trip and con people into voting yes. And then getting dodgy valuations from KPMG or whoever. If someone tracked these after the event they would most likely on average do much better than the "valuers" say.
Well, it is ALL BULLSHIT. Your default vote should be NO for the vast majority of micro cap (<200M) company takeovers.
NTC Price at posting:
$1.07 Sentiment: Buy Disclosure: Not Held