Charlie has the upper hand. If CLWR rejects his offer he adds 20 to 30 cents per share and gives a second offer . Minority share holders will vote down the 2.97 offer of SB. Charles has control because he can just keep increasing his bid until the BOD agrees. SB will have to pay more to keep CLWR and the amount they have to pay will be determined by Charlie. Now if a third party enters this could really get interesting.