"When you pay $20mm for something with more liabilities than assets, you had better look at book value."
CCA and PZN were artificially separated. The book value of PZN is comprised to a large extent of step-ups to artificial values based on - guess what - discounted CASH FLOWS!
These values came from the non-arm's length lease agreements between CCA and PZN, in turn based on the management contracts with the ultimate customers. A PZN board member was paid $3,000,000 to bless the valuations.
Without CCA (and the management contracts), the "book value" of PZN is a sham.
This is a single business. PZN is the balance sheet, and CCA is the income statement and cash flow statement. Don't look at CCA for any balance sheet items. Their assets and liabilities for the most part disappear when merged back into PZN.
Paying $20MM in PZN stock to recombine the business is peanuts. There are far worse things to complain about than what the CCA shareholders get as part of the merger.