They are stealing from us and padding their pockets.
It worth 31.75 about 10 months from now. If VMW goes down so does the $31.75. So it's discounted for 10 month wait and small chance deal won't go through.
$24 cash plus .11111 of VMWARE share at $71 equals about $31.75 (close enough) discount due to wait equals current price. So no longer a $33 value due to drop in VMW.