4. A company, looking to purchase another, realises the cash benefit that would emerge from spinning off some of the merged activities into separate companies. Having conducted due diligence, the potential purchaser realises the vendor, who over the years has built the company up from nothing, is in a poor financial position. So the purchaser makes a low – but reasonable – cash offer. The vendor rejects the offer as ‘not enough’ and also insists on having a seat on the board. The purchaser is not prepared to share control in anyway but would – if necessary – raise the cash offer to close the deal.