Thanks for the input Jimmy.  


Optionholders don't have the right to vote, they have the obligation to vote--for the arrangement.  


They will never, under this arrangement, actually exercise their options and shares will never be created pursuant to those options.  Yet those options will dilute the float.  


Optionholders will be paid cash for the in-the-money options but out-of-the-money options will be paid out in a year based upon valuations then.  All optionholders (including those with options currently WAY out of the money) are brought into this block vote.  I bet that if those high strike priced options were in the money today, this whole thing would not be happening.


Granted, they would would own shares if they exercised their options but the fact is they didn't exercise their options.  And they still vote.