Ordinarily a bidder would reserve the right to waive any of its conditions so it could be flexible and adapt to the situation.  So all things being equal and assuming that WND did not have a shareholder rights plan in place, you can be assured that Brookfield would probably take up all the shares tendered so that it would basically control the company and all of the other interested parties would walk away as why would you try and compete to buy a company when the majority shareholder who owns 40% of the shares also wants to buy the company - you would know you could never win the company if Brookfield does not want to tender to you.  However, the difference here is that WND does have a shareholder rights plan in place, and so Brookfield or any other bidder can not make a move until they either have the board's consent or the commissions cease trade the rights plan.  As per one of my earlier posts, that is why it is so odd that Brookfield has not made an attempt to try and get the shareholder rights plan cease traded, as it is what always happens in these situations.  The answer is they know WND will bring up the issue of the valuation and Brookfield wants to avoid that.  They are hopeful they can win the company without ever having to go before the commissions.