Gary once mentioned to me that even if an offer is tendered and the Board likes it, it is doubtful if the shareholder vote (ie formal approval) would come without Orko having the PEA in hand ... I think the Board "accepting" an offer is just the first step of the process and I believe the Board probably hopes for the initial bid to open up the market to other offers and also kickstart the OK share price.
Also I think it is the Board's preference, from a tax point of view only, is to accept a 100% share for share exchange with a Canadian traded company thereby not triggering any immediate capital gain to Canadian shareholders (ie Cope/Devji). A small cash component could be part of the deal also. All that being said , I am sure the Board would not look at a superior deal that is not "tax friendly" !